Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously announced, on May 4, 2022, Black Knight, Inc., a Delaware
corporation ("Black Knight"), entered into an Agreement and Plan of Merger (as
amended from time to time, the "Merger Agreement") with Intercontinental
Exchange, Inc., a Delaware corporation ("ICE"), and Sand Merger Sub Corporation,
a Delaware corporation and a wholly owned subsidiary of ICE. On December 19,
2022, Black Knight entered into a letter agreement with Anthony M. Jabbour, the
Executive Chairman of Black Knight's Board of Directors, memorializing certain
compensatory actions in connection with the merger contemplated by the Merger
Agreement (the "Merger").
The preexisting terms of Mr. Jabbour's existing employment agreement, dated as
of April 1, 2018 and amended as of May 16, 2022, provide that if Black Knight is
sold during the term of the agreement, Mr. Jabbour will be eligible to receive a
discretionary bonus in an amount determined by the Compensation Committee (the
"Committee") of the Black Knight Board of Directors. As previously disclosed in
the registration statement filed by ICE with the U.S. Securities and Exchange
Commission (the "SEC") on Form S-4 containing a proxy statement/prospectus, as
amended, and the definitive proxy statement dated August 19, 2022 filed by Black
Knight with the SEC (the "Proxy Statement"), which Black Knight first mailed to
its stockholders on or about August 19, 2022, the letter agreement provides that
the amount of the discretionary bonus that Mr. Jabbour is eligible to receive,
contingent upon the closing of the Merger, is $40,000,000 (the "Discretionary
Bonus") and that, in connection with certain tax-planning actions to mitigate
the potential impact of Section 280G of the Internal Revenue Code on Mr. Jabbour
and Black Knight, such bonus will be paid to Mr. Jabbour no later than December
28, 2022. The letter agreement further provides that if Mr. Jabbour is
terminated by the Company for cause or Mr. Jabbour resigns his employment
without good reason, in each case prior to consummation of the Merger, or if the
Merger Agreement is terminated without the consummation of the Merger, he will
be required to pay liquidated damages to Black Knight equal to the value of the
after-tax proceeds of the Discretionary Bonus that would not have ultimately
been paid absent the tax-planning actions described above (plus any tax refund
he receives in respect of such payment), which amount will be deposited in an
escrow account established by Mr. Jabbour as security for the liquidated
damages.
In addition, on December 20, 2022, to further mitigate the potential impact of
Section 280G of the Internal Revenue Code on the applicable executive and Black
Knight, the Committee determined that each of Messrs. Jabbour, Joseph M.
Nackashi, Kirk T. Larsen and Michael L. Gravelle will receive a 2022 annual cash
incentive award equal to 75.0% of his target incentive opportunity and that the
outstanding equity awards granted to Mr. Jabbour that would otherwise vest in
the first quarter of 2023 will accelerate and vest, with such vesting or payment
to occur no later than December 30, 2022.
The foregoing description of the letter agreement with Mr. Jabbour does not
purport to be complete and is qualified in its entirety by reference to the full
text of the letter agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
10.1 Letter Agreement, dated as of December 19, 2022, by and between Anthony
M. Jabbour and Black Knight, Inc .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses