Bermuda | 980189783 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
2011 Long-Term Incentive Program Special Rewards Program
Each RSU, whether granted under the 2011 Long-Term Incentive Program or under the Special Rewards Program, entitles a Named Executive Officer to receive an unrestricted share of the Company's common stock on January 21, 2014, subject to his continued employment through that date and subject to earlier pro-rata vesting in the event of death or long-term disability; provided that all of Mr. Legere's unvested RSUs vest upon actual or constructive termination without cause (as determined in accordance with his employment agreement) or due to death or long-term disability. Each RSU will also vest in full upon a Change in Control (as defined in the 2003 Global Crossing Limited Stock Incentive Plan).
Each performance share provides a Named Executive Officer with the opportunity to receive an unrestricted share of the Company's common stock on January 21, 2014, subject to his continued employment through that date and subject to earlier pro-rata payout in the event of death or long-term disability; provided that all of Mr. Legere's unvested performance shares vest upon actual or constructive termination without cause (as determined in accordance with his employment agreement) or due to death or long-term disability. In the event of a Change in Control (as defined in the 2003 Global Crossing Limited Stock Incentive Plan), the performance share opportunity payout will be determined on the basis of the Company's relative total shareholder return against such indices (as described below) calculated through the relevant Change in Control date.
Each Named Executive Officer's target performance share opportunity is based on total shareholder return over a three year period as compared to two peer groups. Depending on how the Company ranks in total shareholder return as compared to the two peer groups, each grantee may earn 0% to 200% of the target number of performance shares. No payout will be made if the average of the Company's total shareholder return results relative to the two peer groups (weighted equally) represents a ranking below the 30th percentile, and the maximum payout of 200% will be made if such average ranking is at or above the 80th percentile; provided that the portion of any payout exceeding 100% of the target award and not resulting from a Change in Control will be paid in the sole discretion of the Compensation Committee and, unless the Committee determines otherwise in its sole discretion, will be paid, if at all, in cash rather than shares, with such cash being an amount equal to the product of (i) the average closing price of the Company's common shares for the month of December 2013 multiplied by (ii) the number of shares constituting the target award multiplied by (iii) the percentage payout in excess of 100%.
GLOBAL CROSSING LTD | ||||||||
Date: January 27, 2011 | By: | /s/ Mitchell C. Sussis | ||||||
Mitchell C. Sussis | ||||||||
SVP and Secretary | ||||||||