Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On
MOIC-based options amendment
Certain stock options issued by the Company prior to its initial public offering
are eligible to vest based on the MOIC (multiple of invested capital) received
by the Company's pre-IPO private equity investors (i.e. cash-on-cash return) on
their investment in the Company (subject to continued service through the date
that the investor return goal is met), as follows: 50% of the option will vest
when and if the pre-IPO private equity investors recover 1.75 times their
investment, with the remaining 50% vesting in linear fashion as the investors'
return increases from 1.75 to 2.5 times their investment. As modified, the MOIC
investor return vesting condition will be replaced by a service-based vesting
condition that will be met in 12 equal quarterly installments beginning on
Special performance-based equity awards
On
Consistent with the desire of the Compensation Committee to retain management and motivate outperformance in 2022, vesting of the special awards will be a function of both the Company's 2022 adjusted EBITDA and continued service. The awards will qualify for vesting ratably if and to the extent that the Company's 2022 adjusted EBITDA exceeds specified thresholds. If and to the extent that the awards qualify for vesting, they will vest 50% on the first anniversary of the date the Company announces its 2022 fourth quarter and full year earnings, and 50% on the second anniversary of that date, subject generally to continuous service to the Company through the scheduled vesting date. Awards that do not qualify for vesting will lapse without further consideration.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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