Summary
Imperial Oil Ltd. (IMO) filed an 8-K report on November 24, 2008, detailing an amendment to its Restricted Stock Unit Plan for non-employee directors, effective November 20, 2008. The primary change removes the Board's general discretion to cancel restricted stock units (RSUs) awarded to a director after they leave the board. This amendment aims to reinforce director independence by removing a provision that previously required board approval for the retention of RSUs upon departure, thereby encouraging directors to stay until standard retirement age. While this broad cancellation discretion is removed, RSUs can still be forfeited if a director engages in direct competition or activities detrimental to the company, both while on the board and for a 24-month period afterward.
Key Highlights
- 1Amendment to Imperial Oil's Restricted Stock Unit (RSU) Plan for non-employee directors, effective November 20, 2008.
- 2The Board's general discretion to cancel RSUs awarded to non-employee directors upon their departure from the board has been removed.
- 3The change aims to reinforce the independence of board members.
- 4This amendment applies to all outstanding RSUs and future grants.
- 5RSUs may still be forfeited if a director competes with the company or acts detrimentally to it, both during board service and for 24 months post-departure.
- 6The report also provides details on director compensation, including cash retainers and committee fees for 2008.