PAYPAL HOLDINGS, INC. Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Severance Plan
On
In addition to severance benefits provided in the event of a Qualifying
Termination under the 2019 Plan, the amendments provide for severance benefits
to participants in the event of a qualifying retirement, defined as the
voluntary resignation from service by a participant, other than as a result of
death or disability, at a time when the participant has (i) attained at least 60
years of age and (ii) completed at least seven years of continued service as the
Chief Executive Officer (CEO) or a Vice President or above with the Company. The
severance benefits provided in the event of a qualifying retirement will become
effective for the CEO and Executive Vice Presidents in
Under the amendments, in the event of a participant's qualifying involuntary termination, disability or retirement, such participant's outstanding and unvested Company equity awards will continue to vest on their original vesting date(s) following termination of employment. Prior to the amendments, a participant's outstanding and unvested Company equity awards received pro-rata acceleration upon termination of employment. Any outstanding and unvested Company equity awards prior to the date of the amendments will continue to receive pro-rata acceleration upon termination, and any remaining shares after the pro-rata acceleration that would have been otherwise forfeited prior to the amendments will continue to vest on their original vesting date(s) pursuant to the amendments. In the event of a participant's death, any outstanding and unvested Company equity awards will accelerate and vest and any performance-based equity awards will vest at their target levels of achievement.
The continued vesting of equity awards under the amendments is subject to an
annual certification by the participant of compliance with post-termination
restrictive covenants under the amendments during the remaining vesting term of
such equity awards, including non-competition, non-solicitation and
non-disparagement obligations. The CEO PSU Award (the performance-based
restricted stock unit award granted to
The amendments also extend the post-termination health benefits provided upon a participant's involuntary termination, disability or qualifying retirement to include the continuation of medical benefit premiums (or payments equal to medical premiums following COBRA coverage period) until the last Company equity award vesting date following the participant's termination of employment.
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