Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Fiscal Year 2021 Annual Cash Incentive Plan Design
On
• TotalNet Sales - net sales as reflected in the Company's financial statements. • Adjusted EBITDA - EBITDA before stock based compensation expense, non-cash charges and certain other expenses. • Individual Goal Achievement - performance of the executives versus their respective annual performance objectives.
For fiscal year 2021, 60% of the incentive award is based upon the achievement
of certain levels of Adjusted EBITDA, 20% is based upon achieving certain levels
of net sales and 20% is based upon attainment of certain individual performance
goals. The foregoing percentages are then multiplied by the NEO's total target
incentive award (calculated as a percentage of annual base salary) to arrive at
the target amounts. The Annual Cash Incentive Plan includes a funding trigger
that requires the achievement of the established minimum threshold performance
level for Adjusted EBITDA in order for any potential payout based on the Total
For the Adjusted EBITDA and Total
In making award determinations under the Annual Cash Incentive Plan, the
Compensation Committee shall have full power and authority to interpret the
terms and conditions of the Annual Cash Incentive Plan and make all
determinations thereunder, as well as the power and authority to make
adjustments to the design of the Annual Cash Incentive Plan that it deems
necessary or proper in its sole and absolute discretion. Annual cash incentive
awards will be paid in a lump sum (less applicable withholdings) within the
"applicable 2-1/2 month period," as defined in Treasury Regulations
Section 1.409A-1(b)(4)(A) following the Company's
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