Stock Ownership Policy. The Participant understands that the Committee has adopted a policy that requires the Participant to own a multiple of the Participant’s base salary, determined by leadership level, in Common Stock. The Participant agrees to comply with such policy and any modifications thereof that may be adopted by the Committee from time to time.
Stock Ownership Policy. Members of the Company’s Executive Leadership Team are subject to the following minimum ownership requirements for shares of the Company’s common stock: • CEO: Five times annual salary. Until the five times annual salary requirement has been met, the executive is required to retain shares of Common Stock having a market value at least equal to 50% of the pre-tax compensation realized upon settlement of any restricted stock units, payment of any performance shares, exercise of any stock options or settlement of any other stock awards. After the five times annual salary requirement has been met, the CEO is required to retain, at the retention rate specified in the preceding sentence, a sufficient number of shares of Common Stock received by the CEO from subsequent settlements of restricted stock units, payments of performance shares, exercises of stock options and settlements of other stock awards as may be necessary at that time to satisfy the five times annual salary requirement. • Other Executive Officers: Two and one-half times annual salary. Until the two and one-half times annual salary requirement has been met, the executive is required to retain shares of Common Stock having a market value at least equal to 25% of the pre-tax compensation realized upon settlement of any restricted stock units, payment of any performance shares, exercise of any stock options or settlement of any other stock awards. After the two and one-half times annual salary requirement has been met, the executive is required to retain, at the retention rate specified in the preceding sentence, a sufficient number of shares of Common Stock from subsequent settlements of restricted stock units, payments of performance shares, exercises of stock options and settlements of other stock awards as may be necessary at that time to satisfy the two and one-half times annual salary requirement. • Each executive shall not sell, transfer or otherwise dispose of shares of Common Stock (i) until the respective ownership requirement has been met or (ii) after the respective ownership requirement has been met, to the extent that the executive would no longer satisfy the ownership requirement immediately following such sale, transfer or other disposition. • For the purposes of this policy, restricted stock units, performance shares and stock options shall not be considered to be shares of Common Stock.
Stock Ownership Policy. On and after April 1, 2019, Employee is expected to hold a number of shares of Class A common stock, par value $0.01 per share, of the Company (“Stock”) with an aggregate value equal to two times Employee’s Base Salary (such value to be determined based on the closing price of a share of Stock as of December 31 of the prior year (the “Stock Ownership Requirement”). The Stock Ownership Requirement shall be measured on April 1 of each year beginning in 2019. Until the applicable Stock Ownership Requirement is achieved, Employee is encouraged to retain the net shares obtained through the Company’s stock incentive plans. “Net shares” are those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable) and withholding taxes. To the extent Employee falls below the Stock Ownership Requirement after April 1, 2019, Employee will be required to retain 100% of the net shares obtained through the Company’s stock incentive plans until the Stock Ownership Requirement is met. In the event of a drop in the share price of the Stock from the beginning of each fiscal year through the end of such year commencing with fiscal year 2018 and for each fiscal year thereafter of more than twenty-five percent (25%), Employee will be entitled to an additional twelve month period commencing on April 1 of the next year to comply with the Stock Ownership Requirement. Failure to satisfy the Stock Ownership Requirement may impact Employee’s eligibility to receive future cash and equity incentive compensation awards. All shares of Stock held by Employee (including (i) shares purchased on the open market or (ii) shares held indirectly by Employee (a) under any retirement or deferred compensation plan or (b) held by a spouse or other immediate family member residing in the same household or (c) in a trust for the benefit of Employee or his family (whether held individually or jointly)) and all shares of Stock underlying awards granted under the Company’s long term incentive plan and which can be settled in Stock (whether vested or unvested, exercised or unexercised, or settled or unsettled) will count towards the Stock Ownership Requirement. Performance awards held by Employee will count towards the Stock Ownership Requirement at the target level of such awards until settled.
Stock Ownership Policy. If you are an Executive Officer of the Company or a member of its Operating Committee, as a condition to receiving this Award, you agree that you are subject to the Company’s stock ownership policy, as may be amended from time to time, and that as a result, you may be required to hold, including after your retirement, all or a portion of any shares of Common Stock issued to you pursuant to this Award in order to achieve compliance with such stock ownership policy.
Stock Ownership Policy. If at the time of any distribution, You are then subject to the Company’s Officer Stock Ownership and Retention Policy (the “Stock Ownership Policy”), You agree that You will retain an appropriate number of such Shares in accordance with the requirements of the Stock Ownership Policy.
Stock Ownership Policy. Until you have met the Company’s Independent Board of Directors Stock Ownership and Retention Policy (the “Policy”), You agree that You will be required to defer all Awards granted until You have achieved the appropriate number of such Shares in accordance with the requirements of the Policy.
Stock Ownership Policy. (a) This Section 1.8 shall cease to apply upon the occurrence of a Change in Control. Notwithstanding anything to the contrary contained in this Agreement or the Plan, and at the discretion of the Committee, if the Participant is subject to minimum stock ownership guidelines (as established from time to time by the Committee or Sunoco), but fails to meet the applicable personal ownership requirement within the prescribed period, the Participant’s receipt of shares of Common Stock pursuant to Section 1.6 shall be subject to the restrictions contained in this Section 1.8 which shall remain in place until compliance with such ownership guidelines is attained.
Stock Ownership Policy. Executive is required to comply with the Company’s Executive Stock Ownership and Retention Guidelines applicable to executive officers which generally requires Executive to own Company common stock during the Term of Employment which is valued at six times or more of Executive’s Base Salary. Executive will be required to hold at least 50% of any shares Executive receives by Company grant or through the exercise of any option to purchase Company stock until the ownership requirement is met. (d) Code of Ethics. Executive is required to abide by the Company’s policies and procedures including, but not limited to, Forward Air’s Code of Business Conduct and Code of Ethics. Executive will be required to review, sign and return to the Company a Code of Ethics Acknowledgment Form. (e)
Stock Ownership Policy. The Company believes that, to align the interests of the executive officers and directors of the Company with the stockholders of the Company, the executive officers and directors of the Company should have a financial stake in the Company. In March 2006, the Board of Directors adopted a policy requiring each executive officer to own, no later than three years from the effective date of the policy, equity in the Company equal to a minimum of three times such executive officer’s annual base salary. Newly appointed executive officers will have three years from the date of their appointment to comply with the stock ownership policy. The Board of Directors will evaluate whether exceptions should be made for any executive officer on whom this requirement would impose a financial hardship or for other appropriate reasons as determined by the Board of Directors. Equity includes: shares of any class of capital stock; shares of vested restricted stock; unexercised vested options; vested shares of common stock held in such executive officer’s 401(k) Plan account; warrants or rights to acquire shares of capital stock; and securities that are convertible into shares of capital stock; provided that an amount equal to at least 20% of such executive officer’s annual base salary, must be owned by such executive officer in the form of shares of common stock. The Stock Ownership Policy for non-employee directors of the Company is set forth under “Executive and Director Compensation-Director Compensation for Fiscal 2009-Stock Ownership Policy”. Further, as a guideline, executive officers may only sell up to one-half of the equity value above the ownership requirement.
Stock Ownership Policy. The Company believes that, to align the interests of the directors of the Company with the stockholders of the Company, the non-employee directors of the Company should have a financial stake in the Company. In March 2006, the Board of Directors adopted a policy providing that each non-employee director should own, no later than three years from the effective date of the policy, equity in the Company equal to a minimum of 100% of such non-employee director’s annual retainer. Newly appointed non-employee directors will have three years from the date of their appointment to comply with the stock ownership policy. The Board of Directors will evaluate whether exceptions should be made for any non-employee director on whom this requirement would impose a financial hardship or for other appropriate reasons as determined by the Board of Directors. Equity includes: shares of any class of capital stock; shares of vested restricted stock; unexercised vested options; warrants or rights to acquire shares of capital stock; and securities that are convertible into shares of capital stock; provided that an amount equal to at least 20% of such non-employee director’s annual retainer, must be owned by such non-employee director in the form of shares of common stock. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On an ongoing basis, the Audit Committee is required by its charter to review all “related party transactions” (those transactions that are required to be disclosed in this proxy statement by SEC Regulation S-K, Item 404 and under Nasdaq’s rules), if any, for potential conflicts of interest and all such transactions must be approved by the Audit Committee.
