2013 Equity Incentive Plan; Options Exchange; Stock Repurchase Program
On March 4, 2013, CTC Media's Board of Directors approved the Company's 2013 Equity Incentive Plan (the "Plan"), which was approved by the stockholders on April 30, 2013, at the 2013 annual general meeting. The Plan provides for the grant of a variety of forms of awards to acquire up to an aggregate of 2.5 million shares of common stock. The Compensation Committee of the Board has approved an initial round of awards to the Company's employees to acquire up to 2.0 million shares of common stock. Option awards will entitle the grantees to receive shares of common stock, at no cost, upon the satisfaction of performance-based vesting conditions over a period of three years from grant, which will become exercisable on a staggered basis over a period of four years from grant. Exercise will be subject to the condition that the closing price of the Company's common stock has exceeded $12.00 per share on at least ten trading days prior to exercise.
As a condition to the receipt of an award under the Plan, any employee who holds an outstanding option award under the Company's 2009 Equity Incentive Plan will be required to forfeit the unvested portion of such award; the vested portion of outstanding option awards will remain unaffected by the new program.
In addition, on March 4, 2013 the Board of Directors approved an open market stock repurchase program, pursuant to which the Company will repurchase up to 2.5 million shares of Common Stock in the market for use under the Plan. The Company expects to launch the repurchase program during the current quarter and to enter into a structured trading plan with a broker covering sales through March 3, 2014.Changes in Reportable Segments Historically, CTC Media had eight reportable segments: CTC Network, Domashny Network, Peretz Network, CTC Television Station Group, Domashny Television Station Group, Peretz Television Station Group, CIS Group and Production Group. Effective January 1, 2013, the Company changed its reportable segments following the reorganization of reporting financial information to make operating decisions. CTC Media's management and Board of Directors currently evaluate and manage the performance of the Group and make operational decisions based primarily on its three Russian television channels (CTC, Domashny and Peretz) and Channel 31 in Kazakhstan. Each channel includes the operating results of its network, which is responsible for broadcasting operations, sales of the networks' advertising, licensing and commissioning of programming, producing its programming schedule, managing its relationships with its independent affiliates; as well as managing the respective owned-and-operated stations that distribute the network's signal. Each channel is also allocated the internal margin on programming acquired from the Company's in-house production company. The Company's other less material operating segments comprise CTC-International, administrative costs of our in-house production unit and digital media operations, which are included along with the Group headquarters operations in the Group's segment information as "All Other" segment.