Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 6, 2020, the compensation committee (the "Compensation Committee")
of the board of directors of Jefferies Financial Group Inc. (the "Company")
granted each of its Chief Executive Officer and President (the "Executives")
equity awards with a grant date fair value estimated at $12.5 million tied to
future appreciation in the value of the Company's common shares, in the form of
(i) nonqualified stock options ("NSOs") granted under the Company's 2003
Incentive Compensation Plan as amended and restated as of July 25, 2013, and
(ii) stock appreciation rights ("SARs"), which will be settled on a cash basis
or, at the sole discretion of the Compensation Committee, may be converted
irrevocably to a stock-settled award (the combined award will be referred to
herein as the "Grant").
The Compensation Committee granted the NSOs and SARs as a transitional grant as
it formulates a revised annual plan to replace the Company's historical
multi-year compensation plans.
Under the terms of each Grant, (i) the strike price is set at the closing share
price on Friday, December 5, 2020 ($23.75); (ii) after the NSOs and SARs vest,
each of the Executives may exercise his Grant rights within ten years of the
grant date; (iii) the NSOs and SARs vest over a three-year period, on a pro rata
basis annually, with accelerated vesting under specified circumstances;
(iv) each NSO gives the Executive the option to purchase 1,253,133 shares at an
exercise price of $23.75 per share, and each SAR gives the Executive rights
relating to 1,253,133 underlying shares, with a base price of $23.75 per share.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
JEFFERIES FINANCIAL GROUP INC. 
