Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in a Current Report on Form 8-K filedJune 16, 2021 ,Robert C. Ingram , III retired as Executive Vice President and Chief Information Officer ofErie Indemnity Company (the "Company") at the end of 2021. OnDecember 30, 2021 , the Company entered into a Retirement Agreement withMr. Ingram (the "Retirement Agreement") addressing various matters following his separation from the Company effectiveDecember 31, 2021 (the "Retirement Date"). The Retirement Agreement provides that, in consideration of the execution and performance of the Agreement byMr. Ingram , he will be entitled to receive: (i) With respect to the Company's Annual Incentive Plan ("AIP") and the 2021 performance period, 100 percent of any award earned based upon (a) the level of achievement of each Company performance goal under the AIP and (b) target level of achievement ofMr. Ingram's individual performance goals , in each case for the 2021 performance period. (ii) With respect to the Company's Long Term Incentive Plan ("LTIP") and the 20192021 performance period under the LTIP, 100 percent of any award earned based upon the level of achievement of each performance goal for the 2019-2021 LTIP performance period. (iii) With respect to the Company's LTIP and the 2020-2022 performance period under the LTIP, 66 2/3 percent of any award earned based upon the level of achievement of each performance goal during a reduced performance period that is deemed to end as of the Retirement Date. (iv) With respect to the Company's LTIP and the 2021-2023 LTIP performance period under the LTIP, 33 1/3 percent of any award earned based upon the level of achievement of each performance goal during a reduced performance period that is deemed to end as of the Retirement Date.
The stated percentages in (iii) and (iv) above reflect the proration for the reduced LTIP performance period.
In accordance with the terms of both the AIP and the LTIP, the payments: (A) are subject to the exercise of discretion by the Company'sExecutive Compensation and Development Committee to reduce or eliminate awards that would otherwise have been earned; and (B) will be made at the time awards for the 2019-2021 LTIP are paid to other participants of the LTIP. The Retirement Agreement further provides for a release of claims in favor of the Company as well as restrictive covenants and customary confidentiality and non-disparagement requirements. Additionally, pursuant to the Retirement Agreement,Mr. Ingram will cooperate with the Company (if his assistance is needed during the one-year period following his retirement) in connection with matters that arose while he was employed by the Company.
The foregoing summary of the terms and conditions of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Retirement Agreement betweenErie Indemnity Company andRobert C. Ingram , III datedDecember 30, 2021 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Top of the Form Exhibit Index Exhibit No. Description 10.1 Retirement Agreement between Erie Indemnity Company and Robert C. Ingram , III dated December 30, 2021 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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Top of the Form
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