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ICE > SEC Filings for ICE > Form 8-K on 2-May-2014All Recent SEC Filings




Other Events

Item 8.01. Other Events.

As a matter of policy, IntercontinentalExchange Group, Inc. (the "Company") does not provide forward looking financial targets, which is consistent with the businesses in our segment, but the Company is providing additional details regarding the performance metrics for the one-time performance-based restricted stock unit awards granted to Jeffrey C. Sprecher, Chairman of the Board of Directors and Chief Executive Officer, and other officers on November 12, 2013 in connection with the Company's acquisition of NYSE Euronext. The one-time performance-based restricted stock unit awards will be earned based on achievement of Cumulative EBITDA during the performance period divided by January 1, 2017 headcount (the Target Performance amount is $1,770,047) as described below. The performance period is January 1, 2014 to December 31, 2016.

               Performance    Performance  Performance  Performance  Performance
               Below 50% of    at 50% of    at 90% of   from 90% to  Greater than
                  Target         Target       Target      120% of      120% of
               Performance    Performance  Performance     Target       Target
                (Threshold                              Performance  Performance
              Performance)1                                            (Maximum
 Cumulative     < $885,024      $885,024    $1,593,042  $1,593,043 - > $2,124,056
   EBITDA                                                $2,124,056
 divided by
 January 1,
% of Target
Share Grant
  Earned3           0%            50%          90%          100%         105%

1 The Cumulative EBITDA goal will not be adjusted to reflect the effect of any material business transaction as determined by the compensation committee. Actual Cumulative EBITDA and January 1, 2017 headcount will be adjusted to exclude the EBITDA and headcount impact of any future material business transaction. The calculation of actual Cumulative EBITDA will be adjusted to eliminate the effect of any material one-time items, including changes in accounting principles, atypical non-federal income tax items, and all acquisition related expenses.

2 No Performance RSUs will be earned for performance below 50% of Target Performance or if the Company does not achieve a minimum Cumulative EBITDA (defined as the Company's consolidated Earnings Before Interest, Taxes, Depreciation and Amortization over the applicable performance period, subject to certain adjustments).

3 Awards will be prorated on a straight-line basis between performance levels of 50% to 90% of achievement. There will be no straight-line proration between any other performance levels.

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