Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, on the Effective Date, the
On
Option for Number of Number of Restricted Shares of Shares of Class B Class B Common Common Name of Executive Officer Stock Stock Russell C. Horowitz 95,000 95,000 Michael Arends 195,000 195,000
Each such option shall have an exercise price of
Such options and shares of restricted stock shall vest on the fifth annual anniversary of the Grant Date with accelerated vesting upon certain events and subject to continued employment at all such times. With respect to acceleration, (a) 50% of such options and shares of restricted stock shall vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of eighteen (18) months or performance attainment (2021 revenue (or trailing 12 months revenue) exceeding 120% of 2020 level, 2021 adjusted OIBA (or trailing 12 months adjusted OIBA) exceeding specified multiples of 2020 level, or the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 150% of the initial 2020 consecutive trading day average), and (b) such remaining unvested options and shares of restricted stock shall vest upon attainment of specified revenue, adjusted OIBA or share price targets at the later of thirty (30) months or performance attainment (trailing twelve (12) month revenue exceeding 127% of 2020 level, trailing twelve (12) month adjusted OIBA exceeding specified multiples of 2020 level higher than the initial performance target above, or the Class B Common Stock share price for twenty (20) consecutive trading days exceeding 160% of the initial 2020 consecutive trading day average). Such options and shares of restricted stock shall also be subject to the Corporation's standard form of executive officer "Double-Trigger Change in Control Acceleration" of vesting to the extent not otherwise vested upon such event.
-------------------------------------------------------------------------------- OnJanuary 4, 2021 (the "Second Grant Date"), the Compensation Committee, pursuant to its review of equity award incentives for executive officers of the Corporation, approved stock option grants and grants of restricted stock under the Plan effective on the Second Grant Date to the executive officers in the below table (subject to continued employment at such time) in the following amounts: Option for Number of Number of Restricted Shares of Shares of Class B Class B Common Common Name of Executive Officer Stock Stock Russell C. Horowitz 41,000 41,000 Ryan Polley 20,000 20,000 John Roswech 35,000 35,000 Michael Arends 46,000 46,000
Each such option shall have an exercise price of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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