Item 8.01 Other Events
On January 14, 2021, Westinghouse Air Brake Technologies Corporation ("Wabtec")
amended its 2011 Stock Incentive Plan, as amended and restated effective May 15,
2020 (the "2011 Plan") to add a one-year minimum vesting requirement. While
the Compensation Committee of the Board generally may set the terms and
conditions of awards under the 2011 Plan, the amendment requires that
share-settled awards may not vest earlier than the first anniversary of the date
the award is granted. This requirement does not apply to (1) substitute awards
granted in connection with certain acquisitions, or (2) shares delivered in lieu
of fully vested cash compensation. Also, the Compensation Committee may grant
share-settled awards without regard to the minimum vesting requirement with
respect to a maximum of five percent of the available share reserve authorized
for issuance under the 2011 Plan. In addition, the minimum vesting requirement
does not apply to the Compensation Committee's discretion to provide for
accelerated exercisability or vesting of any award, including in cases of
retirement, death, disability or a "Section 11 Event" (as defined under the 2011
Plan), in the terms of the award or otherwise.
The foregoing description of the 2011 Plan, as amended, is qualified in its
entirety by the full text of the 2011 Plan, as amended, and attached hereto as
Exhibit 10.1, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amended and Restated 2011 Stock Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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