Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
General. Each executive is eligible to vest in a number of PRSUs ranging from 0%
to 200% of the target number of PRSUs granted, based on the Company's free cash
flow during the three-year performance period commencing
Vesting. Up to 200% of the target number of PRSUs subject to each award will be eligible to vest based on the Company's achievement of certain free cash flow targets during the performance period, as set forth in the applicable PRSU award agreement.
Following the completion of the performance period, the Compensation Committee
or the Subcommittee will determine the Company's free cash flow and the number
of PRSUs that have become earned with respect to the performance period (such
PRSUs, the "performance-vested PRSUs"). The performance-vested PRSUs will become
fully vested on
Certain Terminations of Employment. If an executive's service terminates prior to the vesting date due to the executive's death or disability (as defined in the Plan), any then-unvested PRSUs will vest at target performance as of the termination date.
The PRSU award agreement for each of Messrs. Osvaldik and Ray provides that if the applicable executive incurs a termination of employment prior to the vesting date as a result of a workforce reduction or divestiture (each as defined in the applicable PRSU award agreement), a pro-rated number of PRSUs (based on the number of days that he was employed during the period beginning on the grant date and ending on the vesting date) will vest based on actual performance upon completion of the performance period, and any remaining unearned PRSUs will be cancelled and forfeited upon completion of the performance period. Such vesting is subject to the applicable executive's execution of a release of claims or other documents required by the Company or the terms of any applicable Company severance program.
In addition, the PRSU award agreement for each of Messrs. Osvaldik and Ray provides that if the applicable executive incurs a termination of employment prior to the vesting date (a) by the Company for any reason other than for cause (excluding death or disability) or (b) due to his resignation for good reason (each as defined in the applicable PRSU award agreement), in either case, within one year following a change in control of the Company (as defined in the Plan), then the PRSUs will become earned and vested at the greater of target or actual performance (determined as if the performance period had ended as of the last trading day immediately preceding the change in control) upon his termination.
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and (ii) a number of PRSUs (pro-rated based on the number of days from the date
of
If an executive's employment terminates prior to the vesting date for any reason other than those described above, such executive's PRSUs will be cancelled and forfeited as of the date of such termination.
Change of Control. If a change of control of the Company occurs prior to the end of the performance period, the PRSUs are assumed, converted or replaced by the surviving entity in the change in control and the applicable executive remains in continued employment with the Company through the end of the performance period, the number of PRSUs that become earned with respect to the performance period will not be less than the target number of PRSUs granted.
Payment. Unless payment is deferred by an executive under the Company's nonqualified deferred compensation plan, each PRSU that becomes vested will be paid to the executive in cash in an amount equal to the fair market value of a share of Company common stock within sixty days after the applicable vesting date.
Awards. The following amounts represent the target number of PRSUs granted to
the executives:
The foregoing summary is qualified in its entirety by reference to the full text
of the Cash-Settled PRSU Award Notice and PRSU Award Terms and Conditions, a
copy of which will subsequently be filed with the
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