Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Amendment of the 2020 Long-Term Incentive Plan
The Compensation Committee recommended to the Board and the Board approved the rescission of certain amendments to the 2020 Long-Term Incentive Plan ("2020 LTIP"). The now-rescinded amendments to the 2020 LTIP limited the payment of performance share awards only to disability, death, qualifying change in control termination, or involuntary separation from service with the Company for reasons other than cause, for the Company's Chairman, President and Chief Executive Officer; Executive Vice President, Corporate Development and Finance; and the Senior Vice President and General Counsel.
As amended, the 2020 LTIP now provides that Company's Chairman, President and Chief Executive Officer; Executive Vice President, Corporate Development and Finance; and the Senior Vice President and General Counsel are eligible for a performance share award under the 2020 LTIP under the same conditions as other named executive officers-namely, the named executive officers will be eligible for a pro-rata (or a full award in the case of the Executive Vice President, Corporate Development and Finance) upon disability, death, retirement, or involuntary separation from service with the Company for reasons other than cause. Additionally, consistent with the existing terms of the 2020 LTIP, the named executive officers remain entitled to a full performance share award due to a qualifying change in control termination.
Amendment of the 2021 Long-Term Incentive Plan
The Compensation Committee recommended to the Board and the Board approved an amendment to the 2021 Long-Term Incentive Plan ("2021 LTIP") to (1) provide for a full (rather than pro-rata) earned performance share award upon a named executive officer's qualifying change in control termination, (2) provide for a pro-rata payment of the earned performance share award upon termination of employment due to retirement for the Company's Chairman, President and Chief Executive Officer; Executive Vice President, Corporate Development and Finance; and the Senior Vice President and General Counsel, which is consistent with the Company's past practices and the terms of the 2021 LTIP for the remaining named executive officers, and (3) provide for a full (rather than pro-rata) time-vested restricted stock rights award upon a named executive officer's qualifying change in control termination, death, disability, retirement or impaction.
Approval of One-Time Special Bonuses
The Compensation Committee (and for the CEO, the independent members of the
Board) approved a one-time cash bonus to each of the Company's Chairman,
President and Chief Executive Officer (
Departure of Executive Vice President, Corporate Development and Finance
On
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