Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
The Committee approved two forms of restricted stock unit ("RSU") award
agreement (the "RSU Agreements"). The Committee expects to use one form of RSU
Agreement to make one-time awards of RSUs ("One-Time RSU Agreement") to certain
employees to make-up for two missed years of long-term incentive awards for 2020
and 2021 (due to the Company's decision to freeze its legacy long-term incentive
compensation plan ("LTIP")) and reflect a 2022 award, and in recognition of
their significant efforts and dedication in connection with the Company's
initial public offering in 2020 ("IPO"), the Company's recent acquisition of
The Committee also approved two forms of performance stock unit ("PSU") award agreement (the "PSU Agreements"). The Committee expects to use one form of PSU Agreement to make one-time awards of PSUs ("One-Time PSU Agreement") to certain employees to make-up for two missed years of long-term incentive awards for 2020 and 2021 (due to the frozen LTIP) and reflect a 2022 award, and in recognition of their significant efforts and dedication related to IPO, the acquisition of Century and other key Company milestones achieved over the last several years. The second form of PSU Agreement will be used to make awards of PSUs to certain employees as part of their annual compensation package ("Annual PSU Agreement"). The terms of the PSU Agreements provide that PSUs granted under such agreement are not entitled to dividend equivalent rights. The PSU Agreements provide that PSUs will vest in a single installment following the end of a performance period, based on the achievement of the applicable performance measures during such period. Except to the extent otherwise provided in the PSU Agreements, PSUs will not vest until the Committee has certified the achievement level of the applicable performance measure, and the number of PSUs that vest may be less or greater than a target amount, based on achievement. Each PSU Agreement sets forth the circumstances under which vesting of PSUs will accelerate in the event of an award recipient's death, "disability" or "involuntary termination" at or following a "change in control" (as each of the latter three terms are defined in the 2021 Plan). In addition, the One-Time PSU Agreement provides that in the event of a "qualifying retirement" (as defined in the PSU Agreements), the award recipient will vest in all PSUs in which they would have vested, had they remained in service of the Company (provided that such award shall not exceed the target amount set forth in the applicable agreement), subject to certain restrictions and provided that certain requirements are met. The Annual PSU Agreement provides that in the event of a "qualifying retirement", the award recipient will vest in a fraction of the PSUs in which they would have vested, had they remained in service of the Company, subject to certain restrictions and provided that certain requirements are met.
The foregoing descriptions of the One-Time RSU Agreement, the Annual RSU Agreement, the One-Time PSU Agreement and the Annual PSU Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and which are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 10.1 Form of One-Time RSU Award Agreement 10.2 Form of Annual RSU Award Agreement 10.3 Form of One-Time PSU Award Agreement 10.4 Form of Annual PSU Award Agreement Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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