Stock Incentive Plan | 13. STOCK INCENTIVE PLAN 2005 Stock Plan On July 20, 2005, Holdings adopted the Affinia Group Holdings Inc. 2005 Stock Incentive Plan, (the “2005 Stock Plan” or the “Plan”). The 2005 Stock Plan permits the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units (“RSUs”) and other stock-based awards to employees, directors or consultants of Holdings and its affiliates. The Plan initially reserved a maximum of 227,000 shares of common stock that may be subject to awards. On August 25, 2010, Holdings increased the maximum number of shares of common stock that may be subject to awards from 227,000 to 300,000. On December 2, 2010, Holdings increased the number of shares of common stock that may be subject to awards from 300,000 to 350,000. The number of shares issued or reserved pursuant to the 2005 Stock Plan (or pursuant to outstanding awards) is subject to adjustment as a result of mergers, consolidations, reorganizations, stock splits, stock dividends and other dilutive changes in the common stock. Shares of common stock covered by awards that terminate or lapse and shares delivered by a participant or withheld to pay the minimum statutory withholding rate, in each case, will subsequently be available for grant under the 2005 Stock Plan. Administration . The 2005 Stock Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors of Holdings. The Committee has authority to establish the terms and conditions of any award, as well as to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions or payment dates). The Committee is authorized to interpret the 2005 Stock Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to make any other determinations that it, in good faith, deems necessary or desirable for the administration of the Plan and may delegate such authority as it deems appropriate. The Committee may correct any defect or supply an omission or reconcile any inconsistency in the 2005 Stock Plan in the manner and to the extent the Committee deems necessary or desirable and any decision of the committee in the interpretation and administration of the Plan shall lie within its sole and absolute good faith discretion and shall be final, conclusive and binding on all parties concerned. Options . The Committee determines the exercise price for each option, except that the incentive stock options must have an exercise price that is at least equal to the fair market value of the Company’s common stock on the date the option is granted. An option holder may exercise an option by written notice and payment of the exercise price (i) in cash or its equivalent, (ii) by the surrender of a number of shares of common stock already owned by the option holder for at least six months (or such other period established by the committee) with a fair market value equal to the exercise price, (iii) if there is a public market for the shares, subject to rules established by the committee, through the delivery of irrevocable instructions to a broker to sell shares obtained upon the exercise of the option and to deliver to Holdings an amount out of the proceeds of the sale equal to the aggregate exercise price for the shares being purchased or (iv) by another method approved by the committee. Stock Appreciation Rights . The Committee may grant stock appreciation rights independent of or in connection with an option. The exercise price per share of a stock appreciation right shall be an amount determined by the Committee, except that the exercise price must be at least equal to the fair market value of the Company’s common stock on the date the stock appreciation right is granted. Generally, each stock appreciation right shall entitle a participant upon exercise to an amount equal to (i) the excess of (1) the fair market value on the exercise date of one share of common stock over (2) the exercise price, multiplied by (ii) the number of shares of common stock covered by the stock appreciation right. Payment shall be made in common stock or in cash, or partly in common stock and partly in cash, as determined by the Committee. Other Stock-Based Awards . The Committee may grant awards of RSUs, rights to purchase stock, restricted stock and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares of common stock. The other stock-based awards will be subject to the terms and conditions established by the Committee. Transferability . Unless otherwise determined by the committee, awards granted under the 2005 Stock Plan are not transferable other than by will or by the laws of descent and distribution. Change of Control . In the event of a “change of control” (as defined in the 2005 Stock Plan), the Committee may provide for (i) the termination of an award upon the consummation of the change of control, but only if the award has vested and been paid out or the participant has been permitted to exercise an option in full for a period of not less than 30 days prior to the change of control, (ii) the acceleration of all or any portion of an award, (iii) payment in exchange for the cancellation of an award and/or (iv) the issuance of substitute awards that would substantially preserve the terms of any awards. Amendment and Termination . Holdings’ Board of Directors may amend, alter or discontinue the 2005 Stock Plan in any respect at any time, but no amendment may diminish any of the rights of a participant under any awards previously granted, without his or her consent. Management or Director Stockholders Agreement . All shares issued under the plan will be subject to a management stockholders agreement or a director stockholders agreement, as applicable. Restrictive Covenant Agreement . Unless otherwise determined by Holdings’ Board of Directors, all award recipients will be obligated to sign the standard Confidentiality, Non-Competition and Proprietary Information Agreement which includes restrictive covenants regarding confidentiality, proprietary information and a one year period restricting competition and solicitation of the Company’s clients, customers or employees. In the event a participant breaches these restrictive covenants, any exercise of, or payment or delivery pursuant to, an award may be rescinded by the Committee in its discretion in which event the participant may be required to pay to the Company the amount of any gain realized in connection with, or as a result of, the rescinded exercise, payment or delivery. The table below summarizes the 2005 Stock Plan balances for the RSUs, stock options, deferred compensation shares and stock awards. At December 31, 2015 2014 Restricted stock units 190,478 185,365 Stock options 15,383 22,568 Deferred compensation shares 23,358 28,964 Stock award 163 163 Shares available to award 120,618 112,940 Number of shares of common stock subject to awards 350,000 350,000 Stock Options During 2015, 12,383 previously awarded and vested stock options were exercised at a per share price of $62.87. The Company received proceeds of approximately $1 million associated with these stock options exercises. Pursuant to the terms of the 2005 Stock Plan, all unexercised options expired on August 1, 2015. Accordingly, there are no vested or unvested stock options outstanding at December 31, 2015. Stock options are accounted for under the fair value method of accounting using a Black-Scholes model to measure stock-based compensation expense at the date of grant. The fair value of the stock option grants is expensed over the vesting period. The Company reduces the overall compensation expense by a turnover rate consistent with historical trends. There were no stock options granted or stock-based compensation expense recognized during the years ended December 31, 2013, 2014 or 2015. A rollforward of outstanding stock options for the years ended December 31, 2013, 2014 and 2015 is as follows: Options Outstanding at January 1, 2013 23,835 Forfeited/expired (480 ) Outstanding at December 31, 2013 23,355 Forfeited/expired (3,787 ) Outstanding at December 31, 2014 19,568 Exercised (12,383 ) Forfeited/expired (7,185 ) Outstanding at December 31, 2015 — Restricted Stock Units The RSUs are governed by the 2005 Stock Plan, with the terms and conditions of vesting established by a Restricted Stock Unit Award Agreement with each holder. In November 2014, the Compensation Committee of Holdings Board of Directors granted awards consisting of 54,009 new RSUs and approved the modification of certain outstanding RSU awards. At the time of modification, there were 201,977 RSUs outstanding, of which 117,231 were subject to modification. In connection with the award modification, the previously issued RSUs were cancelled and, concurrently, new RSU awards were granted to each holder, with each holder receiving the same number of awards held immediately prior to the cancellation of the previous awards. The remaining 84,746 RSUs were not modified and remained outstanding under the same terms and conditions in effect prior to November 2014. Prior to the modification and the grant of new awards described above, all but 10,593 of the then outstanding RSUs were subject to vesting provisions that were entirely performance and market based. Pursuant to the vesting conditions of the pre-modification awards, the RSUs would vest if (i) the RSU holder remains employed with Holdings on the date that either of the following vesting conditions occurs and (ii) either of the following vesting conditions occurs on or prior to the date on which Cypress ceases to hold any remaining Holdings common stock: · Cypress Scenario—Cypress has received aggregate transaction proceeds in cash or marketable securities (not subject to escrow, lock-up, trading restrictions or claw-back) with respect to the disposition of more than 50% of its common equity interests in Holdings in an amount that represents a per-share equivalent value that is greater than or equal to two times the average per share price paid by Cypress for its aggregate common equity investment in Holdings; or · IPO Scenario—Holdings’ common stock trades on a public stock exchange at an average closing price of $225 (as adjusted for stock splits) over a 60 consecutive trading day period. Since the original issue date, the Brake North America and Asia group was distributed on November 2012 and a dividend recapitalization transaction was undertaken in April 2013. These two actions had an impact on the calculation of the overall return to the Holdings’ shareholders. In December 2013, the Company’s Board of Directors approved reducing the Cypress Scenario and IPO Scenario vesting points as a result of the aforementioned actions. Accordingly, the vesting points were reduced from $225 to $159.30 under the IPO Scenario and from $200 to $141.60 under the Cypress Scenario. Under the terms of the November 2014 RSU modification, previously issued RSUs for certain holders were cancelled and concurrently replaced with an equal number of awards with different vesting conditions. As described above, prior to modification, the vesting conditions of the awards were entirely performance and market based, with ultimate vesting contingent on achievement of one of two scenarios. Under the terms of the modified awards, 50% of the awards are performance and market based, with vesting contingent upon achievement of either the Cypress Scenario or IPO Scenario, while the remaining 50% are time-based with vesting occurring in four equal annual installments on either December 31 in the case of one holder, the first vesting of which occurred on December 31, 2014, or January 1 in the case of other holders, the first vesting of which occurred on January 1, 2015. Pursuant to the terms of the Restricted Stock Unit Award Agreements associated with the modified awards, for the time based awards, upon vesting, 40% of the vested shares are promptly redeemed by Holdings at the then fair market value and the remaining 60% remain in place as issued common shares. At the same time, Holdings issues to each holder a number of additional performance and market based RSUs equal to the number of shares redeemed. In accordance with ASC Topic 718, “Compensation – Stock Compensation” Under ASC 718, a company must determine if awards issued under stock-based compensation plans should be accounted for as equity-classified awards or liability-classified awards. Based on the terms of the time-based RSUs, it was determined that each RSU should be bifurcated into an equity-classified RSU and a liability-classified RSU based on method of settlement. The components of the time-based RSUs that will be settled via issuance of shares are accounted for as equity-classified awards as ultimate vesting of the RSUs is achieved through fulfilling a service condition. Accordingly, the expense to be recorded over the requisite service period was based on the grant-date fair value of the RSUs. The component of the time-based RSUs that will be redeemed for cash will be accounted for as a liability-classified award due to the cash settlement feature. In accordance with ASC 718, the value of the liability awards will be marked-to-market each reporting period. Stock-based compensation expense, which was recorded as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations, was approximately $3 million during the year ended December 31, 2015. During 2014, there were 61,071 new RSUs granted to employees, which includes the 54,009 new RSUs discussed above. During 2013, 142,861 RSUs either expired or were forfeited. In connection with the closure of the corporate headquarters, in Ann Arbor, Michigan, several employees elected to forfeit 92,514 unvested RSUs in exchange for a payment equal to 30% of the anticipated value of such RSU holder’s RSUs upon the occurrence of a Cypress Scenario vesting event. In connection with this exchange, the Company recorded approximately $3 million of expense during the year ended December 31, 2014, which is included as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations. During 2015, 22,856 RSUs were granted, of which 20,356 were performance and market based and 2,500 were time-based, with vesting occurring in four equal annual installments beginning January 1, 2016. The fair value of the time-based awards was $164.86 per share. Stock-based compensation expense, which was recorded as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations, was $3 million for the years ended December 31, 2015 and 2014. As of December 31, 2015, 159,273 RSUs had been awarded and remained outstanding, 98,913 of such outstanding RSUs were performance and market-based and 60,360 were time-based. The fair value of the performance and market-based RSUs was determined using a market-based Monte Carlo simulation model as of the date of the 2014 modifications. Management also applied the same fair value to the performance and market-based RSUs awarded during the year ended December 31, 2015 as it was determined that the simulation model produced a fair value that within the range of indicative per share value based on preliminary calculations of merger consideration to be paid by MANN + HUMMEL as discussed in Note 1, “Description of Business and Basis of Presentation.” The Company’s weighted-average Monte Carlo fair value assumptions include: Cypres s IP O Effective term 0.04 years 0.24 years Fair value of an RSU $ 173.66 $ 169.30 Expected expense (Dollars in millions) $ 23 $ 23 It is estimated that the fair value of the time based RSUs using a market-based Monte Carlo simulation model on the date of the grant was approximately $15 million. In the event that either of the performance or market-based conditions (Cypress Scenario or IPO Scenario) are met, the fair value of the RSUs will be recognized in stock-based compensation expense either (i) pro rata over the requisite service term including a cumulative catch-up related to service provided through the date the performance condition is met or (ii) in full once the respective market-based condition is met or (iii) in full if the requisite service period has already passed when the performance condition is met. If the vesting condition is met on the 98,913 performance and market-based RSUs, the amount of expense the Company would have to recognize is $17 million under the Cypress scenario or $17 million under the IPO scenario. A rollforward of the outstanding RSU awards for the years ended December 31, 2013, 2014 and 2015 is as follows: RSUs Outstanding at January 1, 2013 242,000 Granted 106,369 Forfeited/expired (142,861 ) Outstanding at December 31, 2013 205,508 Granted 61,777 Cancelled (157,963 ) Grant of modified awards 157,963 Vested (1,766 ) Forfeited/expired (81,214 ) Outstanding at December 31, 2014 184,305 Granted 22,856 Settled (13,065 ) Vested (20,699 ) Forfeited/expired (14,124 ) Outstanding at December 31, 2015 159,273 At December 31, 2015, the total grant date fair value associated with the equity classified RSUs that has yet to be recognized in earnings is $4 million. This amount will be recognized ratably over the remaining vesting period, which is from January 1, 2016 to January 1, 2018. The fair value of the liability classified RSUs that has yet to be recognized in earnings is $3 million. While this amount will be recognized ratably over the remaining vesting period similar to the equity classified RSUs, the ultimate amount recognized in earnings will likely be different than the December 31, 2015 value as the outstanding awards will be remeasured to fair value each reporting period until the awards are settled in accordance with ASC 718. Deferred Compensation Plan The Company began offering a deferred compensation plan in 2008 that permitted certain employees to defer receipt of all or a portion of the amounts awarded under the non-equity incentive compensation plan. All amounts deferred were treated as being notionally invested in the common stock of Holdings. As such, the accounts under the plan reflect investment gains and losses associated with an investment in the Holdings common stock. The Company matches 25% of the deferral amount with an additional notional investment in common stock of Holdings, which is subject to vesting as provided in the plan. This plan was suspended in 2013. Deferred compensation expense, which is recorded as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations, was zero, less than a million and $2 million for the years ended December 31, 2015, 2014 and 2013, respectively. |