Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The purpose of the Awards is to retain the award recipients for a three-year performance period and incentivize the award recipients to continue efforts to improve the Company's long-term performance as it emerges from the Covid-19 pandemic. The Compensation Committee, in consultation with its advisors, believed that it appropriately aligns management with the long-term objectives of stockholders to condition vesting of the Awards based upon the Company's trailing 20 consecutive trading day average closing price of the Company's common stock on the third anniversary of the Grant Date as reported on the NASDAQ Global Select Market, adjusted to assume the reinvestment of dividends from the Grant Date to the measurement date (the "Adjusted Ending Stock Price").
The value of the Awards granted to Messrs. Hilzinger, Bogansky, Maslowe and
Each Award will vest based upon the Adjusted Ending Stock Price, but the Awards
will be forfeited in their entirety if the Adjusted Ending Stock Price is less
than
Within forty-five (45) days following the end of the performance period, the
Compensation Committee will certify the number of vested PSUs, which will be
distributed to the executive in shares of the Company's common stock in
In the event an executive's employment is terminated prior to the end of the performance period by the Company on account of death, disability or without cause (in each case as defined in the Company's 2019 Equity Compensation Plan (the "Plan")), or by the executive for good reason (as defined in the Company's Severance Pay Plan for Senior Management), then the executive will be entitled to a pro rata number of PSUs determined by multiplying the number of PSUs that ultimately vest under the Award as if the executive did not have a termination of employment by a fraction, the numerator of which is the number of days during the performance period that the executive was employed and the denominator of which is the total number of days in the performance period.
Upon a "change of control" as defined in the Plan prior to the end of the performance period, an executive's Award will be eligible to vest on the date of the change of control. In that case, instead of being based upon the Company's trailing 20 consecutive trading day average closing price, the "Adjusted Ending Stock Price" used to determine the
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number of PSUs that vest pursuant to the thresholds described above will be calculated based on the per-share transaction price payable to the Company's shareholders in such change of control transaction, adjusted to assume the reinvestment of dividends from the Grant Date to the change of control date. Any outstanding PSUs that do not vest as of the date of the change of control will be forfeited as of such date.
A copy of the form of the Award agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The foregoing description of the terms of the Awards is qualified in its entirety by reference to the full text of such Award agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 10.1 Form ofDecember 2020 Performance Stock Unit Award Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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