Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)
Amended and Restated Severance and Change in Control Policy
On
• a lump sum cash payment equal to 12 months (or 18 months in the case of the Company's Chief Executive Officer) of the named executive officer's then-current base salary; • payment of the named executive officer's target incentive bonus payouts in the amounts equal to (i) 100% of the named executive officer's incentive bonus target (or 150% in the case of the Company's Chief Executive Officer) for the year in which the closing of the sale event occurred plus (ii) a prorated incentive bonus payout for the portion of the year in which the closing of the sale event occurred, prorated based on the named executive officer's incentive bonus target and the date of termination of the named executive officer's employment or other service relationship with the Company; • if the named executive officer elects to continue his or her group healthcare benefits, payment of an amount equal to the monthly employer contribution the Company would have made to provide the named executive officer with health insurance if he or she had remained employed by the Company until the earlier of (i) 12 months (or 18 months in the case of the Company's Chief Executive Officer) following the date of termination or (ii) the end of the named executive officer's COBRA health continuation period; and • all time-based stock options and other stock-based awards granted to the named executive officer will become fully exercisable and non-forfeitable and all performance-based awards will accelerate and vest based on the deemed achievement of 100% of target levels as of the date of the named executive officer's termination.
In addition, pursuant to the Policy, in the event the employment of any named executive officer who executes a participation letter agreement in the form contemplated under the Policy is terminated by the Company or its acquirer or successor without Cause or for Good Reason (as such terms are defined therein) outside of the Change in Control Period, he or she will be entitled to receive the following payments and benefits, subject to his or her execution and non-revocation of a severance agreement within 60 days following the date of such termination, including a general release of claims:
• a lump sum cash payment equal to 12 months of the named executive officer's then-current base salary; • for the Company's Chief Executive Officer only, payment of his target incentive bonus payouts in the amounts equal to (i) 100% of his incentive bonus target for the year in which such termination occurred plus (ii) a prorated incentive bonus payout for the portion of the year in which such termination occurred, prorated based on his incentive bonus target and the date of termination of his employment or other service relationship with the Company; and • if the named executive officer elects to continue his or her group healthcare benefits, payment of an amount equal to the monthly employer contribution the Company would have made to provide the named executive officer with health insurance if he or she had remained employed by the Company until the earlier of (i) 12 months following the date of termination or (ii) the end of the named executive officer's COBRA health continuation period.
Upon a sale event, to the extent Section 280G of the Internal Revenue Code of 1986, as amended, is applicable, each named executive officer who is then employed with the Company will be entitled to receive the better treatment of: (i) payment of the full amounts set forth above to which the named executive officer is entitled or (ii) payment of such lesser amount that does not trigger excise taxes under Section 280G.
The foregoing description of the Policy is a summary of the material terms of such document, does not purport to be complete and is qualified in its entirety by reference to the Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Cash Incentive Bonus Plan
On
The Bonus Plan provides for bonus payments to eligible employees ("Participants") based upon (i) the attainment of performance objectives established by the Committee related to financial and operational metrics with respect to the Company or its subsidiaries, if any, for an applicable calendar year (the "Corporate Performance Goals"), and (ii) the attainment of objectives related to the individual Participant's performance for such calendar year (the "Individual Performance Goals"). The Corporate Performance Goals may also be subject to a "minimum" hurdle and/or a "maximum" amount.
Any bonuses paid under the Bonus Plan will be based upon (i) objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals and/or (ii) the Participant's contribution to the Company's success and his or her success in achieving his or her individual performance objectives, in each case for the applicable calendar year. The bonus formulas will be adopted for each calendar year by the Committee and communicated to each Participant at the beginning of such calendar year. No bonuses will be paid under the Bonus Plan unless and until the Committee makes a determination with respect to the attainment of the performance targets relating to the Corporate Performance Goals and/or Individual Performance Goals, as applicable. Notwithstanding the foregoing, the Committee may adjust bonuses payable under the Bonus Plan in its sole discretion.
Each Participant will have a targeted bonus opportunity set for each calendar year. The Committee may apportion the target award so that a portion is tied to attainment of Corporate Performance Goals and a portion is tied to attainment of Individual Performance Goals, in accordance with certain target bonus percentages set forth in the Bonus Plan with respect to the percentage of the Participant's base salary expected to apply for any bonuses thereunder and the relative weighting thereof between Corporate Performance Goals and Individual Performance Goals, if any. A Participant must be employed by the Company as of the payment date in order to receive a bonus payment, except if such Participant's employment is terminated due to death or disability or as otherwise specifically agreed to by the Committee. If a Participant's employment is terminated due to disability or death, the Participant (or his or her legal representative, as applicable), will be paid a bonus in cash (if and to the extent earned) based upon the Participant's actual base salary from the beginning of the applicable calendar year through the date of disability or death, as applicable.
Any bonuses paid under the Bonus Plan will be paid in cash to a Participant or the Participant's legal representative, as applicable, no later than 2 ½ months following the applicable calendar year, and are subject to income and employment tax withholding as required by applicable law.
The foregoing description of the Bonus Plan is a summary of the material terms of such document, does not purport to be complete and is qualified in its entirety by reference to the Bonus Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated Severance and Change in Control Policy 10.2 Cash Incentive Bonus Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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