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Equity Award Plans
3 Months Ended
Apr. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Award Plans

12.

EQUITY AWARD PLANS

The Compensation Committee of the Company’s Board of Directors established performance goals for the award of performance-based RSUs for the Company’s executive officers, under the Amended and Restated Destination Maternity Corporation 2005 Equity Incentive Plan, in each of April 2016 (the “Fiscal 2016 Awards”) and April 2015 (the “Fiscal 2015 Awards”). The RSUs earned, if any, under the awards will be based on the Company’s cumulative operating income, as defined in the applicable award agreement (“RSU Operating Income”) for a specified three-year period (“Performance Period”). The grant of any RSUs under these awards will generally be further contingent on the continued employment of the executive officers with the Company through the dates on which the shares in respect of these RSUs, if any, are issued following the end of the applicable Performance Periods, as well as the achievement of certain minimum levels of RSU Operating Income in the final fiscal year of each applicable Performance Period. Any dividends declared on the shares of the Company’s common stock underlying the RSUs will be credited as additional RSUs based on the fair market value of the Company’s common stock on the dividend record date. The additional RSUs, if any, will be earned on the same terms as the original RSUs.

The following table sets forth the aggregate minimum, target and maximum RSUs, excluding RSUs from dividends declared, that may be earned by the executive officers for each fiscal year award cycle.

 

Awards

 

Performance Period

 

 

 

Minimum RSUs

 

 

 

Target RSUs

 

 

 

Maximum RSUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2016 Awards

 

January 31, 2016 to February 3, 2018

 

 

 

9,806

 

 

 

39,220

 

 

 

58,831

 

Fiscal 2015 Awards

 

February 2, 2015 to January 28, 2017

 

 

 

15,218

 

 

 

30,436

 

 

 

45,655

 

 

Fiscal 2015 Awards include the prorated number of RSUs that may be earned by the Company’s former President and exclude RSUs forfeited by the Company’s former Executive Vice President and Chief Financial Officer. During the fiscal year ended September 30, 2014 the Company determined that the awards for the three-year Performance Periods ending September 30, 2016 and 2015 were unlikely to be earned, even at the minimum level. The Company’s Executive Vice President & Chief Administrative Officer would be entitled to the fair value associated with 3,374 RSUs awarded for the three-year Performance Period ending September 30, 2016 in the event of a change in control, as defined in the executive’s employment agreement, prior to October 1, 2016.

During the three months ended April 30, 2016 and May 2, 2015 certain vesting restricted stock awards were net-share settled by the Company such that the Company withheld shares of the Company’s common stock, which had a fair market value equivalent to the minimum statutory obligation for the applicable income and employment taxes for the awards, and the Company remitted the cash value to the appropriate taxing authorities. The total shares withheld, which were 1,882 and 3,090 shares, respectively, during the three months ended April 30, 2016 and May 2, 2015 are reflected as repurchase of common stock in the accompanying financial statements, and were based on the value of the Company’s common stock on the exercise or vesting date. The remaining shares, net of those withheld, were delivered to the award holders. Total payments for tax obligations to the tax authorities were $15,000 and $51,000 for the three months ended April 30, 2016 and May 2, 2015, respectively.