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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Table of Contents

2010 Equity Plan and awards made under the 2010 Equity Plan, determining the rights of persons under the 2010 Equity Plan, selecting participants for awards and determining the type and amount of awards. Each grant of an award under the 2010 Equity Plan will be evidenced by a written agreement or notice containing such restrictions, terms and conditions as the compensation committee may require.

 

Options

 

The compensation committee may award grants of incentive stock options and/or other non-qualified stock options. The compensation committee will determine the terms and conditions upon which the options vest, which may include time vesting and/or performance vesting, the exercise price of the options and term of the options, provided that the exercise price of any option may not be less than 100% of the fair market value of an ordinary share on the date of grant. The exercise price of an incentive option awarded to a person who owns stock constituting more than 10% of the voting power of our ordinary shares may not be less than 110% of the fair market value of an ordinary share on the date of grant and the option must be exercised within five years of the date of grant. Unless the compensation committee determines otherwise, a participant holding options will have no rights as a securityholder until such options are exercised for ordinary shares.

 

Stock Appreciation Rights

 

The compensation committee may grant stock appreciation rights, subject to the terms and conditions contained in the 2010 Equity Plan. The compensation committee will determine the terms and conditions upon which the stock appreciation rights vest, which may include time vesting and/or performance vesting. Upon exercise of a stock appreciation right, the grantee will be entitled to receive an amount in cash and/or ordinary shares equal to the difference between the fair market value of one ordinary share on the date of exercise and the fair market value of one ordinary share on the date the right was awarded. No outstanding stock appreciation right may be amended to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding stock appreciation right. The compensation committee may also grant stock appreciation rights that may be exercised only upon a change of control or such other event as the committee may designate.

 

Restricted Ordinary Shares

 

The compensation committee may grant awards of restricted ordinary shares, subject to the terms and conditions contained in the 2010 Equity Plan. The compensation committee will determine the prices at which restricted ordinary shares will be issued, provided the price may not be less than the nominal value of ordinary shares, and the terms and conditions upon which restricted ordinary shares will vest, provided that restricted ordinary shares granted to our employees or employees of any of our subsidiaries may not vest in fewer than three years (in the case of a time-vesting award) or one year (in the case of a performance vesting award). Any participant in the 2010 Equity Plan who holds restricted ordinary shares will have the right to receive dividends and distributions, if they are declared, with respect to such restricted ordinary shares, but dividends or distributions in respect of unvested restricted ordinary shares will be withheld by us and will be delivered to the participant only upon the restricted ordinary shares fully vesting.

 

Performance Awards

 

The compensation committee may grant performance awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as well as performance awards that are not intended to so qualify. Performance awards will be payable to participants in cash, ordinary shares or such other form as the compensation committee determines upon attainment of the relevant performance goal. With respect to performance awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, the compensation committee must establish the objective

 

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