Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Compensation Committee (the "Committee") of the Board of Directors of
The reduction of the cash bonus to contribute to this bonus pool is a minimum of
25% for each
The Committee also approved an additional change to the 2022 Award Agreements
for each of Messrs. Miller, Beckwitt and Jaffe to provide that, after the cash
bonus is determined (including the reduction discussed in the prior paragraph),
if the cash bonus to which such officer is entitled is greater than the value of
such officer's 2022 equity grant, then a portion of the cash bonus will be paid
in stock rather than cash, such that the value of the cash bonus and the equity
awards is approximately equal. The Company believes that a 50/50 split between
the cash bonus and stock creates a strong alignment between the executive
officers and shareholders. With respect to the portion of the cash bonus paid in
stock rather than cash, 60% will be performance shares and 40% will be
restricted shares. Both will be subject to the terms and conditions as described
for such shares under the 2022 Restricted Stock Agreement, which was filed as
Exhibit 10.2 to a Form 8-K dated
The Committee approved these changes to the 2022 Award Agreements of the named
executive officers on
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Document Cover Page Interactive Data File--the cover page XBRL tags are embedded 104 within the Inline XBRL document.
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