What is the main purpose of the approved Performance-Based Restricted Share Award?

The main purpose is to incentivize executive officers by tying a portion of their compensation to the company's financial performance, specifically aiming for an increase in total gross revenue.

What are the conditions for these restricted shares to vest?

The shares vest according to a fixed schedule, but this is contingent on the company meeting or exceeding its performance goals for the relevant period. Performance is measured by an increase in total gross revenue for the fiscal year ending January 31, 2007. Certain events like termination of employment (unless due to disability, retirement, or death) can lead to forfeiture before vesting.

Can executive officers receive dividends on unvested restricted shares?

Yes, recipients can vote unvested shares and receive cash dividends on them, free of vesting restrictions. However, non-cash dividends on unvested shares are subject to the same vesting restrictions as the shares themselves.

Are there any provisions for deferring the vesting of these awards?

Yes, the Compensation Committee can elect to defer vesting if it determines that the deductibility of the award value under Code Section 162(m) might be affected. Additionally, recipients may have the option to voluntarily defer vesting under procedures outlined in the Plan.

WMT 8-K: Material Agreements

Summary

Walmart Inc. (WMT) filed an 8-K on September 28, 2005, to report on the Compensation, Nominating and Governance Committee's approval of the form of a Performance-Based Restricted Share Award under the company's 2005 Stock Incentive Plan. This action is directed towards executive officers and aims to align their compensation with the company's performance. The key feature of these awards is their performance-based nature, meaning vesting is contingent upon the company achieving specific financial goals. For the fiscal year ending January 31, 2007, the primary performance goal will be an increase in total gross revenue. This filing provides details on vesting schedules, forfeiture conditions related to performance, employment termination, and other specific terms designed to govern these equity grants.

Key Highlights

1Approval of a form for Performance-Based Restricted Share Awards for executive officers.
2Awards are governed by the Wal-Mart Stores, Inc. Stock Incentive Plan of 2005.
3Vesting is contingent on the achievement of performance goals, specifically an increase in total gross revenue for the fiscal year ending January 31, 2007.
4Detailed terms include forfeiture conditions, vesting schedules, and provisions for disability, retirement, death, and voluntary deferral.
5Unvested shares allow voting rights and receipt of cash dividends, while non-cash dividends are subject to vesting restrictions.
6The Compensation Committee retains discretion to defer vesting if deductibility under Code Section 162(m) is impacted.

Walmart Inc. 8-K Report, Material Agreement (Sep 28, 2005)

Summary

Key Highlights

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