Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The Performance Award will vest and become exercisable upon satisfaction of both
a performance-based and time-based component. The performance-based component of
the Performance Award will vest on the attainment of specified metrics relating
to average annual growth in Free Cash Flow ("FCF") per share over the five-year
performance period. At target performance (which equals average annual growth of
8%), 100% of the award would vest. At threshold performance (which equals
average annual growth of 6%), 50% of the award would vest and at maximum
performance (which equals average annual growth of at least 12%), 200% of the
award would vest (with straight line interpolation if results are between the
FCF goals). If the average annual growth in FCF is less than 6%, then the award
will not vest and will be forfeited. The time-based component will vest in full
on
Further, the Performance Award provides that if
The Performance Award is designed to ensure leadership continuity over the longer term, enhance retention in response to increasing competition for high-performing talent and incent Company financial performance by aligning compensation with rigorous performance targets that drive long-term shareholder value creation. The Company believes that FCF per share is an important metric which measures, among other things, cash remaining after capital investments that allows us to repay indebtedness, make strategic investments and return capital to shareholders.
The foregoing description of the Agreement and the Performance Award is a
summary and is qualified in its entirety by reference to the full text of the
form of performance-based stock option award agreement and the Agreement, both
of which will be filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ending
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