Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 22, 2021, Rosalie F. Rogers tendered her resignation from her
position as Vice President, Chief Human Resources Officer of Ducommun
Incorporated effective on or about January 4, 2022.
In connection with Ms. Rogers' retirement, the Company and Ms. Rogers expect to
enter into a retirement and release agreement (the "Retirement Agreement").
Under the Retirement Agreement, the Company will pay Ms. Rogers a lump sum cash
payment equal to approximately $490,000, representing (i) twelve (12) months of
base salary, (ii) a cash payment for 2021 equal to the annual cash bonus that
she would have otherwise been eligible to earn for fiscal year 2021 and
(ii) COBRA premiums for twelve (12) months. The Retirement Agreement will
further provide that all outstanding long-term incentive grants (including stock
options, restricted stock units and performance stock units) previously awarded
to Ms. Rogers will continue to vest and, if applicable, settle in accordance
with the vesting schedule set forth in the underlying award agreement. The
vesting of performance stock units will be based on the achievement of the
applicable performance metrics in accordance with the terms of the underlying
awards. The payments and benefits will be subject to Ms. Rogers' execution and
non-revocation of the Retirement Agreement and the effectiveness of the release
of claims set forth in such agreement and the supplemental release attached
thereto. In addition, the compensation committee of the board of directors of
the Company approved a one-time cash payment to Ms. Rogers of $165,000 in
recognition of her outstanding services to the Company and her ongoing efforts
to guide its workforce through the COVID-19 pandemic recovery, as well as
assisting with transition planning in connection with her retirement.
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