Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with
• a lump sum payment of$1,600,000 , less applicable taxes and withholding, which representsMr. Cordano's monthly base salary multiplied by twenty-four (24), payable during the thirty-day period commencing on the Separation Date; • a lump sum payment of$115,384.62 , less applicable taxes and withholding, which representsMr. Cordano's pro rata target bonus opportunity under the Company's short-term incentive program for the fiscal year 2021 bonus cycle (determined based on the number of days during the fiscal year on whichMr. Cordano was employed and assuming 100% of the performance targets subject to the bonus award are met, regardless of actual funding by the Company), payable during the thirty-day period commencing on the Separation Date; •Mr. Cordano's then-outstanding unvested restricted stock units granted onAugust 30, 2018 that are subject to time-based vesting will vest and become payable onMarch 1, 2021 , to the extent such restricted stock units would have vested and become payable if he had remained employed for an additional six months, subject to the terms and conditions of the stock incentive plan and award agreement applicable to such award; •Mr. Cordano's then-outstanding unvested restricted stock units granted onSeptember 4, 2019 that are subject to time-based vesting will vest on a pro rata basis and become payable onMarch 1, 2021 , subject to the terms and conditions of the stock incentive plan and award agreement applicable to such award; •Mr. Cordano's then-outstanding unvested performance stock units granted onAugust 30, 2018 shall be prorated and will become vested onAugust 30, 2021 (the scheduled vesting date) with respect to the number of units credited to such award in the ordinary course, subject to the terms and conditions of the stock incentive plan and award agreement applicable to such award; •Mr. Cordano's then-outstanding unvested performance stock units granted onSeptember 4, 2019 shall be prorated and will become vested onSeptember 4, 2022 (the scheduled vesting date) with respect to the number of units credited to such awards in the ordinary course, subject to the terms and conditions of the stock incentive plan and award agreements applicable to such awards; • a lump sum payment of$36,375 , less applicable taxes and withholding, which represents an amount equivalent toMr. Cordano's COBRA premiums for eighteen (18) months following the Separation Date, payable during the thirty-day period commencing on the Separation Date; and • outplacement services provided by a vendor chosen byMr. Cordano and approved by the Company for up to twelve (12) months following the Separation Date.
To be entitled to the Separation Benefits,
The foregoing summary of the Separation Agreement is qualified in its entirety
by the text of the Separation Agreement, which the Company expects to file as an
exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ending
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