Print Page  Close Window

SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
Entire Document

Table of Contents

        Performance Cash Awards.    Performance cash awards may be granted under the 2014 Plan that qualify as performance-based compensation that is not subject to the income tax deductibility limitations imposed by Section 162(m) of the Internal Revenue Code, if the award is approved by our compensation committee and the grant or vesting of the award is tied solely to the attainment of performance goals during a designated performance period. No participant may be paid more than $      in cash in any calendar year pursuant to a performance cash award granted under the 2014 Plan.

        Performance goals for the grant or vesting of performance awards under the 2014 Plan may be based on any one, or combination, of the following:

Earnings (before or after taxes)


Sales or revenue

Earnings per share


Expense or cost reduction

Earnings before interest, taxes and depreciation


Working capital

Earnings before interest, taxes, depreciation and amortization


Economic value added (or an equivalent metric)

Total stockholder return


Market share

Return on equity or average stockholders' equity


Cash flow or cash balance

Return on assets, investment or capital employed


Operating cash flow

Operating income


Cash flow per share

Gross margin


Share price

Operating margin


Debt reduction

Net operating income


Customer satisfaction

Net operating income after tax


Stockholders' equity

Return on operating revenue


Contract awards or backlog

To the extent a performance award is not intended to comply with Section 162(m) of the Internal Revenue Code, the compensation committee may select other measures of performance.

        Corporate Transactions.    In the event we are a party to a merger, consolidation or certain change in control transactions, outstanding awards granted under the 2014 Plan, and all shares acquired under the 2014 Plan, will be subject to the terms of the definitive transaction agreement (or, if there is no such agreement, as determined by our compensation committee). Such treatment may include any of the following with respect to each outstanding award:

    the continuation, assumption or substitution of an award by a surviving entity or its parent;
    the cancellation of the unvested portion of an award without payment of any consideration;
    the cancellation of the vested portion of an award (and any portion that becomes vested as of the effective time of the transaction) in exchange for a payment equal to the excess, if any, of the value that the holder of each share of our common stock receives in the transaction over (if applicable) the exercise price otherwise payable in connection with the stock award; or
    the assignment of any reacquisition or repurchase rights held by us in respect of an award of restricted shares to the surviving entity or its parent (with proportionate adjustments made to the price per share to be paid upon exercise of such rights).

        The compensation committee is not required to treat all awards, or portions thereof, in the same manner.