Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory arrangement of certain executives.
The Committee approved a 2022 cash incentive program (the “2022 Bonus Plan”) designed to align executive compensation with the Company’s performance in the Company’s 2022 fiscal year. Payments under the 2022 bonus plan will only be made, if any, if the company achieves a certain level of financial performance, which performance has been deemed difficult, but reasonably achievable by the committee. The Committee adopted the 2022 Bonus Plan to enable the Company to attract, retain and reward individuals who contribute to the Company’s success and to advance the Company’s pay-for-performance philosophy. In accordance with the 2022 Bonus Plan,
The committee also reviewed the company’s standard form of retention and change of ownership agreement for officers and approved changes to this type of agreement to reflect current business practices. A copy of this standard change of control and separation agreement form is attached to this current report on Form 8-K as Schedule 10.2 and is incorporated herein by reference (a “Change of Control Agreement”) .
MM. Singer and Martin are each expected to sign a change of control agreement. Pursuant to each of these change of control agreements, Messrs. Singer and Martin shall have the right, upon involuntary termination of their employment (as defined in the Change of Control Agreement) before or after a Change of Control (as defined in the Change of Control Agreement), to receive (i) a lump sum cash severance payment equal to 200% of his then-current base salary and target bonus; (ii) COBRA premium payments for up to 18 months, if appropriately elected, after its termination date; and (iii) the full acceleration of any outstanding share awards. In the event of a change of control, MM. Singer and Martin would be entitled to full acceleration of any outstanding stock awards. The payment of the above services is subject to the execution of a general receipt of complaints. It is expected that Messrs. Jose and Ackerman will sign the updated Change of Control Agreement form to supersede and supersede their prior agreements, but payments and other benefits will remain substantially the same as in their prior agreements, and appropriate adjustments will be made. the change of control agreement form. A copy of the Retention Event and Change of Ownership Agreement for
Section 8.01 Other Events.
press release is attached to this report as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
a.Exhibits Exhibit No. Exhibit Title 10.1 Form of Indemnity Agreement to be entered into by and between the Company and each of its directors and officers. 10.2 The Company's Form of Change of Control and Severance Agreement 99.1 Press Release dated
May 27, 2022(regarding filing of such complaint against Meta Platforms, Inc. (formerly known as Facebook, Inc.)
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