Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 24, 2020, the Board of Directors of Altisource Portfolio Solutions S.A. ("Altisource") approved certain 2020 Long-Term Equity Incentive Program (the "2020 LTIP") equity awards. The awards are comprised equally of two types of performance-based restricted stock units ("RSUs") - Type I and Type II. Type I performance-based RSUs will vest in three equal annual increments on the first three anniversaries of the January 24, 2020 grant date, subject each year to the executive officer meeting a minimum performance level of fifty percent (50%) on his or her annual scorecard for the 2020, 2021 and 2022 service years. To the extent the Type I performance-based RSUs vest, they will be settled in shares or, at the Company's option, cash, subject to continued employment unless otherwise provided in the applicable award agreement. The award of Type II performance-based RSUs will be determined in a two-step process. In the first step, Type II performance-based RSUs will have the opportunity to vest based on the degree of the Company's achievement of pre-established goals tied to 2020, 2021 and 2022 adjusted earnings per share (a non-GAAP measure). Based on the Company's level of performance versus the adjusted earnings per share goals over the three (3) year period, Type II performance-based RSUs will have the opportunity to vest between zero percent (0%) up to one hundred fifty percent (150%) of the initial target levels (the "Initial Award Size"). In the second step, the Initial Award Size will be modified based on Altisource's total shareholder return versus the return of the Russell 3000 Index during the performance period (2020-2022), resulting in a final earned award equal to zero percent (0%) up to two hundred twenty-five percent (225%) of the Initial Award Size. Any earned Type II performance-based RSUs will vest entirely on the third anniversary of the grant date and will be settled in shares or, at the Company's option, cash, subject to continued employment unless otherwise provided in the applicable award agreement. The 2020 LTIP equity awards are designed to incent the achievement of adjusted earnings per share goals and stock-price appreciation over a multi-year period, supporting a long-term focus and further aligning executive compensation with shareholder interests and market practice, as well as supporting the retention of our executives. The 2020 LTIP equity awards were approved for certain of our named executive officers, as follows:


                                  Target 2020       Performance-Based   Performance-Based
                                  LTIP Value        RSUs - Type I(1)    RSUs - Type II(1)
Michelle D. Esterman         $           280,000               7,369               7,369
Chief Financial Officer
Marcello Mastioni            $           366,240               9,638               9,638
Chief Operating Officer
Gregory J. Ritts
Chief Legal and Compliance   $           240,000               6,316               6,316

Officer

(1) Based on a price per share of $19.00, the average closing price of our common

stock over the 30 trading days preceding the January 24, 2020 grant date.

The equity awards were approved, and will be issued, pursuant to the Company's 2009 Equity Incentive Plan, as amended and restated. The foregoing description of the equity awards does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the award agreements to be entered into with each of our named executive officers, the form of which will be filed as an exhibit to our quarterly report on Form 10-Q for the first quarter of 2020.

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