LONG TERM RETENTION PROGRAM

12 Months Ended

Dec. 31, 2023

On May 3, 2023, the board of directors, upon the recommendation of the Compensation Committee, adopted the 2023 Long-Term Retention Program (“2023 LTRP”). In addition to the annual salary and bonus of each employee, certain employees (“Eligible Employees”) are eligible to participate in the 2023 LTRP, which provides for the grant to an Eligible Employee of a cash-settled fixed (a “2023 LTRP Fixed Award”) and cash-settled variable award (a “2023 LTRP Variable Award”, and together with any 2023 LTRP Fixed Award, the “2023 LTRP Awards”). In order to receive payment in respect of the 2023 LTRP Awards, each Eligible Employee must remain employed as of each applicable payment date. The 2023 LTRP award is payable as follows:

■the eligible employee will receive 16.66% of half of his or her target 2023 LTRP bonus once a year for a period of six years, with the first payment occurring no later than April 30, 2024 (the “2023 Annual Fixed Payment”); and

■on each date the Company pays the Annual Fixed payment to the eligible employee, he or she will also receive a payment (the “2023 LTRP Variable Payment”) equal to the product of (i) 16.66% of half of the target 2023 LTRP Award and (ii) the quotient of (a) divided by (b), where (a), the numerator, equals the Applicable Year Stock Price (as defined below) and (b), the denominator, equals the 2022 Stock Price (as defined below). For purposes of the 2023 LTRP, the “2022 Stock Price” shall equal $888.69 (the average closing price of the Company’s common stock on the NASDAQ Global Select Market during the final 60 trading days of 2022) and the “Applicable Year Stock Price” shall equal the average closing price of the Company’s common stock on the NASDAQ Global Select Market during the final 60 trading days of the year preceding the applicable payment date for so long as the Company’s common stock is listed on the NASDAQ.

The rest of the LTRPs outstanding as of December 31, 2023, 2022 and 2021 follow a similar calculation method as explained above for the 2023 LTRP, except that the 2016, 2017 and 2018 LTRP have performance conditions established by the board of directors that must be achieved at the first year-end of each program. Similar to the 2023 LTRP, the rest of the outstanding LTRPs additionally have eligibility conditions to be achieved at each year-end and require the employee remain employed by the Company as of each payment date.

During the year ended December 31, 2023, the Company paid $90 million ($33 million in cash-settled fixed and $57 million in cash-settled variable award) of LTRP plus social security obligations applicable in each local jurisdiction.

The following table summarizes the 2016, 2017, 2018, 2019, 2020, 2021, 2022 and 2023 LTRP Variable Award contractual obligation for the years ended December 31, 2023, 2022 and 2021:


	December 31, 2023		December 31, 2022		December 31, 2021
	Aggregate Intrinsic value	Weighted-average remaining contractual life (years)	Aggregate Intrinsic value	Weighted-average remaining contractual life (years)	Aggregate Intrinsic value	Weighted-average remaining contractual life (years)
	(In millions)
Outstanding LTRP 2016	—	—	—	—	15	0.08
Outstanding LTRP 2017	—	—	7	0.08	24	0.58
Outstanding LTRP 2018	4	0.08	5	0.58	14	1.08
Outstanding LTRP 2019	37	0.61	35	1.08	84	1.58
Outstanding LTRP 2020	55	1.12	45	1.58	100	2.09
Outstanding LTRP 2021	51	1.62	39	2.08	85	2.58
Outstanding LTRP 2022	115	2.12	86	2.58	—	—
Outstanding LTRP 2023	270	2.62	—	—	—	—

The following table summarizes the LTRP accrued compensation expense for the years ended December 31, 2023, 2022 and 2021:


	December 31,
	2023		2022		2021
	(In millions)
LTRP 2016	$	—	$	—	$	2
LTRP 2017	—		(2)		3
LTRP 2018	3		(1)		2
LTRP 2019	18		16		27
LTRP 2020	21		19		29
LTRP 2021	23		21		26
LTRP 2022	42		31		—
LTRP 2023	60		—		—
	$	167	$	84	$	89