SEAWORLD ENTERTAINMENT, INC. STOCK OWNERSHIP GUIDELINES Adopted March 14, 2014 Amended and Restated as of March 3, 2015
Exhibit 10.5
SEAWORLD ENTERTAINMENT, INC.
STOCK OWNERSHIP GUIDELINES
Adopted March 14, 2014
Amended and Restated as of March 3, 2015
I. | General Statement |
The Board of Directors of SeaWorld Entertainment, Inc., a Delaware corporation (the Company) has adopted these Stock Ownership Guidelines (these Guidelines) to further align the interests of the Companys executives and non-employee members of the Companys Board of Directors with the interests of the Companys stockholders.
II. | Stock Ownership Guidelines |
These Guidelines provide that members of the Companys senior management who are considered executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, other members of the Companys Operations Committee and non-employee members of the Companys Board of Directors, will be subject to stock ownership guidelines established as a multiple of annual base salary or annual cash retainer, as follows:
Leadership Position | Value of Shares | |
Chief Executive Officer | 6x annual base salary | |
Non-employee directors | 5x annual cash retainer | |
Chief Financial Officer Chief Parks Operations Officer Chief Legal and Corporate Affairs Officer | 3x annual base salary | |
Chief Creative Officer Chief Human Resources Officer Chief Zoological Officer | 2x annual base salary | |
Chief Accounting Officer Other Operations Committee Members | 1x annual base salary |
III. | Stock Ownership Definition |
Stock that counts toward satisfaction of these Guidelines include: (a) shares of the Companys common stock owned directly by the individual or his or her immediate family members residing in the same household, whether held individually or jointly (including, without limitation, shares of restricted stock to the extent the restrictions applicable thereto have lapsed and shares received upon the settlement of restricted stock units); (b) shares of the Companys common stock held in an individuals IRA accounts; (c) shares of the Companys common stock held in the Companys 401(k) plan; (d) shares of time-based restricted stock (to the extent the restrictions have not lapsed) or time-based restricted stock units (whether or not the restrictions have lapsed); (e) shares of performance-based restricted stock (to the extent the restrictions have
not lapsed) or performance-based restricted stock units (whether or not the restrictions have lapsed), in each case, issued prior to the date of the initial adoption of these Guidelines; (f) shares of the Companys common stock held in a grantor trust for the benefit of the individual or his or her immediate family members residing in the same household; and (g) shares of the Companys common stock owned by a partnership, limited liability company or other entity to the extent of the individuals interest therein (or the interest therein of his or her immediate family members residing in the same household) but only if the individual has or shares power to vote or dispose of the shares. For avoidance of doubt, the following equity awards do not count toward satisfaction of these Guidelines: (1) outstanding stock options and (2) performance-based restricted stock (to the extent the restrictions have not lapsed) or performance based restricted stock units (whether or not the restrictions have lapsed), in each case, issued on or after the date of the initial adoption of these Guidelines.
IV. | Compliance with Stock Ownership Guidelines |
The determination of whether an individual meets the specified guideline level of ownership will be made as of the last day of the fiscal year by using the average closing market price on the New York Stock Exchange (or such other national securities exchange on which the Companys common stock is then principally listed) of a share of the Companys common stock for the prior 60-day period.
V. | Stock Retention Requirements |
Until such time as an individual covered by these Guidelines has achieved compliance with these Guidelines, or becomes non-compliant due to a reduction in stock price, he or she will be required to retain at least fifty percent (50%) of the Net Shares that are acquired as a result of the exercise, vesting or payment of any Company equity awards granted to such individual until compliance is achieved or re-achieved. Net Shares are those shares that remain after shares are sold or withheld, as the case may be, to pay any applicable exercise price for the award and satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award. Because an individual covered by these Guidelines must retain a percentage of Net Shares acquired from Company equity awards until such individual satisfies the specified guideline level of ownership, there is no minimum time period required to achieve the specified guideline level of ownership. The retention requirements of this Section V shall only apply to Net Shares realized after the date of the initial adoption of these Guidelines.
VI. | Hardships and Waivers |
There may be instances in which these Guidelines would place a hardship on an individual covered by these Guidelines or prevent such individual from complying with a court order, such as a divorce settlement. In these instances, such individual must submit a request in writing to the Companys Compensation Committee summarizing the circumstances and describing the extent to which an exemption is being requested. The Compensation Committee, in its sole discretion, shall make the final decision as to whether an exemption will be granted.
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