Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Thomas P. Chambers, our former Senior Vice President
and Chief Financial Officer, retired from the Company on December 31, 2020. Mr.
Chambers ceased serving as the Company's Senior Vice President and Chief
Financial Officer, effective May 11, 2020 and, since that time, Mr. Chambers has
served as Senior Advisor to the Company's Chairman and Chief Executive Officer,
working on strategic projects and helping to ensure an orderly transition of his
duties to Neal D. Shah, our current Senior Vice President and Chief Financial
Officer.
In connection with his retirement, and in accordance with the Company's existing
executive retirement guidelines previously approved by the Compensation
Committee of the Company's Board of Directors, the Company entered into a
transition agreement with Mr. Chambers on January 4, 2021, pursuant to which
equity incentive awards held by Mr. Chambers under the Company's Long Term
Incentive Plan that have been outstanding for at least one year from the
applicable grant date will be settled in accordance with their existing
schedule, and any such equity awards that are subject to performance-based
vesting conditions will vest only to the extent the applicable performance goals
are achieved. In consideration for Mr. Chambers' extended transition period and
his additional responsibilities and contributions in supporting the Company
through the impact of the COVID-19 pandemic during such period, consistent with
our executive retirement guidelines, Mr. Chambers will receive a one-time cash
payment of $410,483.
The above-described transition benefits are subject to Mr. Chambers' execution
and non-revocation of a release of claims, as well as compliance with certain
restrictive covenants, including perpetual confidentiality restrictions and
non-competition and employee non-solicitation/no-hire restrictions through the
one-year anniversary of the final settlement date of Mr. Chamber's eligible
equity awards (as described above).
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