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SON > SEC Filings for SON > Form 8-K on 18-Feb-2014All Recent SEC Filings

Show all filings for SONOCO PRODUCTS CO

Form 8-K for SONOCO PRODUCTS CO


18-Feb-2014

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
                Arrangements of Certain Officers.


On February 12, 2014, the Executive Compensation Committee of Sonoco's Board of
Directors approved the following equity awards under the Sonoco Products Company
2012 Long-Term Incentive Plan:

                     Stock Appreciation          Performance Contingent Restricted
                           Rights                        Stock Unit Awards
Name                                              Threshold           Target    Maximum
M. J. Sanders                   158,900        29,260                 58,520     87,780
R. C. Tiede                      80,510        14,305                 28,610     42,915
J. M. Colyer, Jr.                78,390        14,305                 28,610     42,915
B. L. Saunders                   61,450        11,705                 23,410     35,115
R. H. Coker                      36,050         6,655                 13,310     19,965
All other officers              167,360        31,335                 62,670     94,005

Stock Appreciation Rights
Stock settled stock appreciation rights ("SARs") provide executive officers and
other key management employees the right to receive shares of the Company's
common stock equal to the appreciation in share price above the closing price on
February 12, 2014. The material terms and conditions are as follows:

Approved Features

Grant Type:           Stock-Settled Stock Appreciation Rights

SAR Price:            Fair Market Value on February 12, 2014 (Closing price on
                      the New York Stock Exchange)

Exercise Term:        7 years from date of grant; expiration date February 12,
                      2021.

Vesting:              100% will vest on February 12, 2015, the first anniversary
                      of the date of the
                      grant. Unvested SARs are cancelled upon termination of
                      employment, except in the case of death, disability, or
                      involuntary (or good reason) termination within two years
                      of a Change in Control that meets the criteria of Internal
                      Revenue Code ("IRC") Section 409A and the regulations
                      thereunder, in which case, unvested SARs will immediately
                      vest upon the date of termination. In the case of
                      retirement, unvested SARs will continue to vest provided
                      the employee does not accept employment (without prior
                      approval from Sonoco) that violates his or her signed
                      Employee Agreement; violation results in forfeiture of all
                      remaining awards.

Clawback Policy:      Pursuant to the Company's Incentive Compensation Clawback
                      Policy, if the Company is required to restate its financial
                      results because of its material noncompliance with any
                      financial reporting requirement under the securities laws,
                      and if the Executive Compensation Committee determines in
                      its sole and absolute discretion that any payments or
                      awards made to Participant hereunder were based on
                      erroneous data and would have been lower had they been
                      calculated based on the restated results, the Committee
                      will review the facts and circumstances and, to the extent
                      permitted by applicable law, seek to recover for the
                      benefit of Sonoco the difference between the amounts
                      awarded or paid to Participant and the amounts that would
                      have been awarded or paid based on the restated results.
                      The Committee will in its sole and absolute discretion,
                      subject to applicable law, determine the form and timing of
                      such repayment.


Exercise Period at
Termination

Death:                Longer of remaining term of SAR or one year.

Disability:           Shorter of remaining term of SAR or one year from
                      termination following total disability.

Retirement:           Shorter of remaining term of SAR or five years from
                      retirement provided the employee does not accept employment
                      (without prior approval from Sonoco) that violates his or
                      her signed Employee Agreement; violation results in
                      forfeiture of all remaining shares.

Termination without   Three month exercise period for vested awards after
cause:                expiration of any blackout period (if applicable)

Termination for       Immediate cancellation of all awards
cause:

Change in Control:    Shorter of remaining term of SAR or one year from an
                      involuntary (or good reason) termination within two years
                      of a Change in Control

Allowable Exercise Provisions
• Withholding of shares to pay taxes.

• Receive stock certificate for value of SAR or have certificate sent to company approved broker for addition to personal account or sale for cash.

Performance Contingent Restricted Stock Unit Awards The material terms and conditions of the 2014 grants of performance contingent restricted stock units ("PCSUs") are the same as for those made in 2013 with the exception of changes in the three-year financial performance goals for early vesting and the number of performance contingent restricted stock units granted. Key provisions of the grants are:

Grant Date:           February 12, 2014

Performance Cycle:    January 1, 2014 through December 31, 2016

Vesting:              Goals will be established for three levels of performance:
                      acceptable, superior and outstanding
                      •    150% of target shares vest if outstanding (maximum)
                      performance is achieved after three years
                      •    100% of target shares vest if superior (target)
                      performance is achieved after three years
                      •    50% of target shares vest if acceptable (threshold)
                      performance is achieved after three years
                      •    If less than the number of threshold shares vest at
                      the end of the 3-year performance period, then one-half of
                      the remaining number of threshold shares will vest and be
                      settled at the end of year four and one-half at the end of
                      year five.

Change in Control:    In the event of a Change in Control, all unvested PCSUs
                      will vest at Target on a pro rata basis if the Change in
                      Control occurs during the 3-year Performance Period or at
                      Threshold on a pro rata basis if the Change in Control
                      occurs during the Time-Vesting Period in year 4 or 5.


Clawback Policy:     Pursuant to the Company's Incentive Compensation Clawback
                     Policy, if the Company is required to restate its financial
                     results because of its material noncompliance with any
                     financial reporting requirement under the securities laws,
                     and if the Executive Compensation Committee determines in
                     its sole and absolute discretion that any payments or awards
                     made to Participant hereunder were based on erroneous data
                     and would have been lower had they been calculated based on
                     the restated results, the Committee will review the facts
                     and circumstances and, to the extent permitted by applicable
                     law, seek to recover for the benefit of Sonoco the
                     difference between the amounts awarded or paid to
                     Participant and the amounts that would have been awarded or
                     paid based on the restated results. The Committee will in
                     its sole and absolute discretion, subject to applicable law,
                     determine the form and timing of such repayment.

Performance Measures
The financial performance measures used to determine the amount of performance
units vested are cumulative base earnings per share (as adjusted to exclude
certain items) ("BEPS") and average return on net assets employed ("RONAE"),
after adjusting to exclude certain items.
The targets for the 2014 - 2016 performance cycle are as follows:

                                      Threshold     Target    Maximum
                                       Vesting     Vesting    Vesting
Three-Year Compound Growth in BEPS       8.3 %       17.8 %     24.8 %
Average Three-Year RONAE¹                9.9 %       10.4 %     10.9 %

¹ Actual performance level required within the range depends on capital invested in acquisitions over the three-year period. The RONAE goals will be adjusted down for every dollar of capital investment made in acquisitions at an effective rate of 0.1% for every $100 Million of acquisition investment multiplied by the percentage of time remaining in the three-year performance cycle as of the date of the acquisition.


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