PERMA-FIX ENVIRONMENTAL SERVICES, INC. Item 1.01. Entry into a Definitive Agreement
Option Agreement
On
? Upon treatment and disposal of three gallons of waste at the PFNWR facility on
or before
? Upon treatment and disposal of 2,000 gallons of waste at the PFNWR facility on
or before
? Upon treatment and disposal of 50,000 gallons of waste at the PFNWR facility
and assistance, on terms satisfactory to the Company, in preparing certain
justifications of cost and pricing data for the waste and obtaining a long-term
commercial contract relating to the treatment, storage and disposal of waste on
or before
The term of the Ferguson Stock Option is seven (7) years from the grant date.
Each of the milestones is exclusive of each other; therefore, achievement of any
of the milestones above by
On
All other terms of the Ferguson Stock Option remain unchanged.
The information contained in Items 5.02 as to the Company's Management Incentive Plans ("MIPs") are incorporated herein by reference.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Principal Officers.
On
2
The performance compensation under each MIP for the Executive Officers is based upon meeting certain of the Company's separate target objectives during 2022 as described in Exhibit 99.5 to 99.9 of this report.
Certain targets set forth in each of the 2022 MIPs take into account the Board-approved budget for 2022 as well as the Compensation Committee's expectation for performance that in its estimation would warrant payment of incentive cash compensation. In formulating certain targets, the Compensation Committee and the Board considered 2021 results, economic conditions, potential continued impact of COVID-19 and forecasts for 2022 government spending.
Assuming each target objective is achieved under the same range for each MIP,
the total potential target performance compensation payable ranges from 25% to
150% of the 2022 base salary for the CEO (
Performance compensation under the 2022 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial statements for 2022.
The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described below, at any time and for any reason.
The total to be paid to the Executive Officers under the MIPs shall not exceed 50% of the Company's pre-tax net income prior to the calculation of performance compensation.
The Compensation Committee and the Board determined that no performance payments
would be made to the Executive Officers under their 2021 MIPs. In lieu of any
performance payments to the Executive Officers under the 2021 MIPs and in an
attempt to retain the Executive Officers, on
The descriptions of the 2022 MIPs contained herein are qualified by reference to the respective MIPs attached as exhibits 99.5 to 99.9 to this Report.
3
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
99.1 Stock Option Agreement dated July 27, 2017 between Perma-fix
Environmental Services, Inc. and Mr. Robert L. Ferguson , as incorporated
by reference from Exhibit 10.6 to the Company's second quarter Form 10-Q
filed on August 9, 2017 .
99.2 First Amendment to Stock Option Agreement dated July 27 between
Perma-Fix Environmental Services, Inc. and Mr. Robert L. Ferguson , as
incorporated by reference from Exhibit 10.23 to the Company's 2018 Form
10-K filed on April 1, 2019 .
99.3 Second Amendment to Stock Option Agreement dated July 27 between
Perma-Fix Environmental Services, Inc. and Mr. Robert L. Ferguson , as
incorporated by reference from Exhibit 99.3 to the Company's Form 8-K
filed on March 31, 2020 .
99.4 Third Amendment to Stock Option Agreement dated July 27 between
Perma-Fix Environmental Services, Inc. and Mr. Robert L. Ferguson .
99.5 2022 Management Incentive Plan for Chief Executive Officer, approved
January 20, 2022 , but effective January 1, 2022 .
99.6 2022 Management Incentive Plan for Chief Financial Officer, approved
January 20, 2022 , but effective January 1, 2022 .
99.7 2022 Management Incentive Plan for EVP of Strategic Initiatives,
approved January 20, 2022 , but effective January 1, 2022 .
99.8 2022 Management Incentive Plan for EVP of Nuclear and Technical
Services, approved January 20, 2022 , but effective January 1, 2022 .
99.9 2022 Management Incentive Plan for EVP of Waste Treatment Operations,
approved January 20, 2022 , but effective January 1, 2022 .
4© Edgar Online, source
