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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options - right to buy | $ 37.54 | 08/10/2010 | A | 226,391 | (2) | (3) | Common Stock | 226,391 | $ 0 | 226,391 | D | ||||
Performance-based restricted stock units (4) (5) | (4) (5) | 08/10/2010 | A | 39,958 | (4)(5) | (4)(5) | Common stock | 39,958 | $ 0 | 39,958 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ESPE MATTHEW J 2500 COLUMBIA AVE LANCASTER, PA 17603 |
X | President and CEO |
Michele M. Nicholas, Attorney-in-fact | 08/11/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents restricted stock units granted under the 2006 Long-Term Incentive Plan. The units will vest in three installments at one, two and three years as follows: 9,767 shares on August 9, 2011; 9,768 shares on August 9, 2012; and 9,768 shares on August 9, 2013 (contingent upon the officer's employment on the scheduled vesting dates). |
(2) | The options will vest and become exercisable in three installments at one, two and three years as follows: 75,463 shares on August 10, 2011; 75,464 shares on August 10, 2012; and 75,464 shares on August 10, 2013 (contingent upon the officer's employment on the scheduled vesting dates). |
(3) | No shares of stock may be acquired by exercise of an option after a maximum of ten years from the date the option was granted. |
(4) | Mr. Espe was granted 39,958 performance-based restricted stock units ("PRSU") under the 2006 Long-Term Incentive Plan. The PRSU vest as follows: (i) 50% of the PRSU (19,979 units) will vest on December 31, 2012 if the stock price target of $55.00 has been achieved; (ii) 50% of the PRSU (19,979 shares)will vest on December 31, 2013 if the stock price target of $70.00 has been achieved; and if the PRSU do not vest in accordance with clause (i) and/or clause (ii), the PRSU will vest when the applicable stock price target is achieved, but only if they are achieved no later than December 31, 2014. |
(5) | To the extent that, as of December 31, 2014, the applicable stock price targets set forth above have not been met, the PRSU shall be forfeited. The Company's closing stock price must be equal to or above the stock price target for 15 trading days in a 20 day consecutive trading day period at any time prior to the applicable time vesting date (or by December 31, 2014) for awards to become vested. Each PRSU represents the right to receive, following vesting, one share of Company common stock, together with a cash dividend payment proportionate to the earned shares. |