Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CIRCOR International, Inc. (the "Company") appointed Amit Goel, age 44, to serve
as the Company's Vice President Finance, Corporate Controller and Chief
Accounting Officer, effective September 16, 2020. Mr. Goel is a Certified Public
Accountant and is joining the Company from Ernst & Young LLP, where he has been
employed since 2003, and has been a Partner since 2013.
In connection with his employment, Mr. Goel's annual base compensation has been
initially set at an annual base salary of $300,000, together with a target
annual bonus opportunity of 35% of his base salary. He also will receive a
long-term incentive award in the form of a restricted stock unit award valued at
$50,000 under the Company's 2019 Stock Option and Incentive Plan which will be
granted in early November 2020 using the lagging 20-day volume weighted average
price per share, and will be eligible to receive additional equity awards at
such times as the Compensation Committee of the Company's Board of Directors
approves such grants under the Company's equity incentive plans. Mr. Goel will
also be entitled to other benefits received by similarly situated employees.
In addition, in connection with his appointment, the Company and Mr. Goel will
enter into a severance agreement and a change of control agreement substantially
similar in form to the agreements entered into by the Company's other executive
officers. The severance agreement provides that if Mr. Goel resigns from the
Company for good reason or the Company terminates him other than for cause prior
to a change in control, he is entitled to a lump sum payment equal to (i) his
then-current base salary and (ii) a pro-rata portion, based on his termination
date, of what his actual annual incentive compensation would have been if he
continued based on actual performance as compared to performance goals, and
continuing subsidized medical coverage for up to one year. If Mr. Goel's
employment is terminated by the Company without cause or he resigns from the
Company for good reason (each, a "Qualifying Termination") on or within two
years after a change in control, Mr. Goel's cash severance would instead be a
lump sum payment equal to (i) two times his then-current base salary, (ii) two
times the greater of his target annual incentive compensation in effect during
the fiscal year in which the termination occurs or the average of his actual
annual incentive paid over the previous three years, (iii) a pro-rata portion of
his target incentive compensation in effect during the fiscal year in which the
termination occurs, (iv) subsidized medical coverage for up to two years, and
(v) depending upon the type of change of control of the Company, Mr. Goel's
performance-based equity awards will remain outstanding and vest according to
their terms and/or be paid out pro-rata based upon the actual level of
performance for the applicable performance period, or immediately vest or be
substituted by replacement awards if certain criteria are met. The foregoing
description of the change in control agreement is qualified in its entirety by
the full text of the change in control agreement, which is incorporated herein
by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed
by the Company with the Securities and Exchange Commission on August 7, 2020.
Mr. Goel will enter into the Company's standard form of indemnification
agreement for the Company's directors and certain of its officers (the
"Indemnification Agreement"). The Indemnification Agreement provides, to the
fullest extent permitted by law, indemnification against all Expenses and
Liabilities incurred in any Proceeding (other than a Proceeding initiated by the
Company) arising by reason of Mr. Goel's capacity as an officer (each term, as
defined in the Indemnification Agreement). In addition, the Indemnification
Agreement provides that the Company will pay to Mr. Goel all Indemnifiable
Expenses (as defined in the Indemnification Agreement) incurred by him in
connection with a Proceeding in advance of the final disposition of such
Proceeding. The foregoing description of the Indemnification Agreement is
qualified in its entirety by the full text of the form of Indemnification
Agreement, which is incorporated herein by reference to Exhibit 10.12 to the
Annual Report on Form 10-K filed by the Company with the Securities and Exchange
Commission on March 12, 2003.
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There are no arrangements or understandings between Mr. Goel and any other
person pursuant to which he was appointed to his position, and Mr. Goel is not
related to any executive officer or director of the Company.
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