BERRY GLOBAL GROUP, INC. Item 5.02 Departure of Directors or Certain Officers, Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Employee Non-Qualified Stock Option Award Agreement
The form of employee stock option award agreement provides that the exercise price for the option awards is the fair market value of the Company's common stock on the date of grant. The options become vested and exercisable over a four-year period, vesting in 25% increments on each of the first four anniversaries of the grant date. Vesting of the options is generally subject to the recipient's continued employment at the Company or a subsidiary as of the applicable vesting date, except as otherwise specifically set forth in the award agreement. The recipient may exercise any vested portion of the stock option during the period that begins on the grant date and ends on the earliest of (a) the tenth (10th) anniversary of the grant date; (b) three months following the date that recipient's employment is terminated for any reason other than death, disability, retirement, or for cause; or (c) twelve months after the recipient's employment is terminated due to death or disability. The recipient may not exercise the stock option after the date that the Company or an affiliate determines that the recipient's employment will be terminated for cause (and the recipient is contemporaneously or thereafter terminated) or the date that the recipient violates a non-solicitation or non-compete agreement with the Company or an affiliate.
The foregoing summary of the form of employee stock option award agreement is qualified in its entirety by reference to the text of the form of employee stock option award agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Employee Performance-Based Restricted Stock Unit Award Agreement
The form of employee PSU award agreement provides that PSUs will be earned based on the achievement of established performance metrics over the applicable three fiscal years (the "Performance Period") related to the Company's relative total shareholder return ("TSR") as compared to the TSR of companies in a specified peer group of companies during the Performance Period, and the Company's return on capital employed ("ROCE"), as defined in and calculated pursuant to the agreement. Achievement of the TSR and ROCE metrics with respect to the PSUs during the Performance Period will result in payouts of 50%, 100% and 200% of the target number of PSUs awarded at threshold, target and maximum performance, respectively. The amount of PSUs earned with respect to actual performance between threshold and maximum performance is interpolated on a straight-line basis, and performance below the threshold will result in no PSUs earned with respect to that metric. PSUs are generally subject to the recipient's continued employment by the Company or an affiliate through the end of the Performance Period, except as otherwise specifically set forth in the award agreement. If the Company or an affiliate determines that the recipient's employment will be terminated for cause prior to the end of the Performance Period and the recipient is contemporaneously or thereafter terminated, then the entire PSU award is forfeited as of the date the Company or affiliate determines to terminate the recipient. Vested PSUs will be settled in cash or cash equivalents no later than the 15th day of the third month following the last day of the performance period.
The foregoing summary of the form of employee PSU award agreement is qualified in its entirety by reference to the text of the form of employee stock option award agreement attached hereto as Exhibit 10.2 and incorporated herein by reference.
Director Non-Qualified Stock Option Award Agreement
The form of director stock option award agreement provides that the exercise price for the option awards issued is the fair market value of the Company's common stock on the date of grant. The options become vested and exercisable on the first anniversary of the grant date, subject to the recipient's continued service on the Board through such date, except as otherwise specifically set forth in the award agreement. The recipient may exercise any vested portion of the stock option during the period that begins on the grant date and ends on the earliest of (a) the tenth (10th) anniversary of the grant date or (b) two (2) years following the date that recipient's service is terminated for any reason other than for cause. The recipient may not exercise the stock option after the date that the Company or an affiliate determines that the recipient's service will be terminated for cause (and the recipient is contemporaneously or thereafter terminated) or the date that the recipient violates a non-solicitation or non-compete agreement with the Company or an affiliate.
The foregoing summary of the form of director stock option award agreement is qualified in its entirety by reference to the text of the form of director stock option award agreement attached hereto as Exhibit 10.3 and incorporated herein by reference.
Director Time-Based Restricted Stock Unit Award Agreement
The form of director RSU award agreement provides that RSUs will vest in full on the first anniversary of the grant date, subject to the recipient's continued service through such date, except as otherwise specifically set forth in the award agreement. If the Company or an affiliate determines that the recipient's service will be terminated for cause prior to such vesting date and the recipient is contemporaneously or thereafter terminated, then all of the RSUs are forfeited as of the date the Company or affiliate determines to terminate the recipient. Vested RSUs will be settled in shares of Company common stock within the 60-day period following the first anniversary of the grant date.
The foregoing summary of the form of director RSU award agreement is qualified in its entirety by reference to the text of the form of director RSU award agreement attached hereto as Exhibit 10.4 and incorporated herein by reference.
Executive Officer Equity Awards
On
Name Position Options PSUs Thomas E. Salmon Chief Executive Officer and Chairman of the Board 296,667 59,333 Mark W. Miles Chief Financial Officer and Treasurer 81,333 16,267 Curtis L. Begle President, Health, Hygiene and Specialties Division 51,333 10,267
These PSUs will be earned based on actual performance of relative TSR (50%
weighting) and ROCE (50% weighting) over three fiscal years beginning
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Form of Employee Non-Qualified Stock Option Award Agreement
10.2 Form of Employee Performance-Based Stock Unit Award Agreement
10.3 Form of Director Non-Qualified Stock Option Award Agreement
10.4 Form of Director Restricted Stock Unit Award Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
