Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Awards of Stock Units under 2020 Incentive Plan
On March 10, 2021, Stewart Information Services Corporation (the "Company")
granted stock units (the "Stock Units") to its named executed officers under the
Stewart Information Services Corporation 2020 Incentive Plan (the "Plan")
pursuant to Stock Unit Award Agreements (the "Award Agreements"). Pursuant to
each Award Agreement, the executives will receive Stock Units, each of which
represent a contractual right to potentially receive a share of the Company's
common stock (a "Common Share"), provided all of the conditions for settlement
of the Stock Units have been satisfied. The Stock Unit awards to the named
executive officers were as follows:
Name Number of Units
Frederick H. Eppinger 14,871
David C. Hisey 7,419
John L. Killea 3,734
Steven M. Lessack 8,939*
Tara S. Smith 2,291
* Includes 4,695 Stock Units that will vest and the forfeiture restrictions will
lapse on March 20, 2022
Award recipients have all the rights of a shareholder in the Company, including
the right to receive dividends, if declared, which will be delivered upon
vesting. The Stock Units are subject to restrictions and forfeitures, as
contained in the Award Agreements. The Stock Units will vest and the forfeiture
restrictions will lapse in substantially equal one-third increments on each of
March 20, 2022, March 10, 2023 and March 10, 2024 (except as noted with respect
to 4,695 Stock Units granted to Mr. Lessack). Any Stock Units that are not
vested as of the date of the executive's termination of employment are
automatically forfeited. In the event of a termination of the executive's
employment by the Company without Cause (as defined in the Award Agreement), by
the executive for Good Reason (as defined in the Award Agreement), due to
Retirement (as defined in the Award Agreement), or due to death or disability,
any Stock Units held shall be subject to special pro rata vesting based on
semi-annual increments, provided that the executive has been continuously
employed by the Company for at least 25% of the period covered by the vesting
schedule. In the event of a termination of the executive's employment due to
Voluntary Retirement (as defined in the Award Agreement), any Stock Units held
shall immediately vest.
Awards of Restricted Stock Units under 2020 Incentive Plan
On March 10, 2021, the Company granted restricted stock units (the "RSUs") to
its named executed officers under the Plan pursuant to Restricted Stock Unit
Agreements (the "RSU Agreements"). Pursuant to each RSU Agreement, the
executives will receive RSUs, each of which represent a contractual right to
potentially receive a Common Share provided the performance based restrictions
and time-based restrictions of the RSUs have been satisfied. The RSUs awards to
the named executive officers were as follows:
Name Number of Units
Frederick H. Eppinger 14,871
David C. Hisey 7,419
John L. Killea 3,734
Steven M. Lessack 8,939
Tara S. Smith 2,291
The performance restriction shall be satisfied based on three separate
performance periods of January 1, 2021 to December, 31, 2021, January 1, 2022 to
December 31, 2022, and January 1, 2023 to December 31, 2023 (each a "performance
period") and one-third of the RSUs will vest in each such performance period if
the performance criteria and time-based restrictions are satisfied. If the
Company does not satisfy the performance requirements for a performance period,
the RSUs scheduled to become vested for such performance period will be
forfeited effective as of the last day of the performance period. The time based
restrictions will be satisfied if the executive remains continuously employed by
the Company between March 10, 2021 and December 31, 2023. Any RSUs that are not
vested as of the date of the executive's termination of employment are
automatically forfeited. In the event of a termination of the executive's
employment by the Company without Cause (as defined in the RSU Agreement), by
the executive for Good Reason (as defined in the RSU Agreement), due to
retirement (as specified in the RSU Agreement), or due to death or disability,
the RSUs shall be subject to special pro-rata vesting based on semi-annual time
increments with the time worked during the applicable incentive period rounded
up to the nearest semi-annual time increment.
Awards of Stock Options under 2020 Incentive Plan
On March 10, 2021 (the "Grant Date"), the Company entered into Stock Option
Agreements (the "Option Agreements") with each of its named executive officers.
Pursuant to each Option Agreement, the recipients were granted nonqualified
options (the "Options") subject to the terms and conditions of the Plan and the
Option Agreements, each with an exercise price of $53.24, which is equal to the
Fair Market Value (as defined in the Plan) of a Common Share as of the Grant
Date. The Options granted to the named executive officers were as follows:
Name Number of Options
Frederick H. Eppinger 43,987
David C. Hisey 21,944
John L. Killea 11,044
Steven M. Lessack 12,555
Tara S. Smith 6,777
The executive's rights with respect to 20% of the Common Shares underlying the
Options vest on March 10, 2022, 30% of the Common Shares underlying the Options
vest on March 10, 2023, and the remaining 50% of the Common Shares underlying
the Options vest on March 10, 2024, subject to the terms of each recipient's
employment agreement, as may be amended from time to time. After such dates the
Options may be exercised provided the executive remained in continuous service
through the relevant vesting date. The Options expire on March 10, 2031.
If the executive's employment is terminated as a result of death or disability,
the unvested portion of the Option will expire and any vested portion may be
exercised within such period of time ending on the earlier of (i) one year
following such termination of employment, or (ii) the expiration of the Option.
If the recipient's employment is terminated for any reason other than death or
disability, or Cause (as defined in the Option Agreement), the unvested portion
of the Option will expire and any vested portion may be exercised within such
period of time ending on the earlier of (i) 60 days following such termination
of employment, or (ii) the expiration of the Option. If the recipient is
terminated for Cause, the Option (whether vested or unvested) will immediately
terminate and cease to be exercisable.
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