Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
Pursuant to the Amendment,
(i) payment of his management bonus for 2021 (to the extent not previously paid as of the termination of his employment) on the basis of actual corporate performance levels and subject to any adjustments or modifiers based on the Company's performance under the terms of the Management Bonus Plan (including the impact of any discretionary adjustment by the Board of Directors or itsOrganizational Development & Compensation Committee which is generally applicable to employees of the Company participating in the Management Bonus Plan); (ii) vesting of a pro rata portion of his performance-based restricted stock unit award granted inFebruary 2020 (the "2020 PRSU Award"), which would have otherwise vested after his termination date, as if he remained employed through the applicable vesting date (subject to the satisfaction of any applicable performance conditions). The portion of the 2020 PRSU Award which shall be permitted to vest shall be calculated on a pro rata basis to reflect the number of days between the grant date and his termination date relative to the total number of days constituting the vesting period of such award. If he voluntarily terminates employment with the Company at any time, any unvested portion of all restricted stock unit or stock option awards other than the 2020 PRSU Award shall be forfeited, unless provided otherwise in the applicable award agreement or his Employment Security Agreement; and (iii) a waiver of any repayment obligations related to relocation payments made to him or on his behalf as a result of his participation in the Company's Executive Relocation Program.
In order to receive the foregoing benefits,
Except as expressly set forth in the Amendment, the Amendment does not amend,
alter or extend any terms set forth in the 2019 Offer Letter or
The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Amendment to 2019 Offer Letter ofChristopher H. Peterson , datedDecember 28, 2020 104 Cover Page Interactive Data File (formatted as inline XBRL) 2
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