STORE CAPITAL CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement Succession Policy.
Effective
Under the Policy, a qualifying employee is one who meets the following criteria: (a) upon the date that the employee provides written notice to the Company of such employee's intention to retire from full-time employment with the Company, the retiring employee has the title of vice president or higher and/or is a holder of an outstanding time-based restricted stock award, (b) as of the date the retirement notice is given, the retiring employee's age and years of service equals or exceeds 65, with a minimum age of 55 and a minimum of seven years of service to the Company, (c) in the retirement notice, the retiring employee commits to continue in the retiring employee's current position and work to facilitate an orderly transition of such retiring employee's role to a qualified successor for a period of one (1) year following the date of the retirement notice and, in fact, provides such transition-related support as directed by the Company for a period equal to (i) such one (1) year period, or (ii) such lesser period of time as may later be determined by the Company. In the event of a qualifying employee's retirement, the Policy provides for the following, subject to the qualifying employee's timely execution of a release of claims and continued compliance with all agreements between the Company and the retiring employee, including noncompete and confidentiality obligations:
• Cash bonus. If the qualifying employee participates in the Company's
annual performance-based cash incentive bonus program (generally, those
employees at the level of executive vice president or higher), then, on
the date that the Company pays its annual performance-based cash
incentive bonuses to other (non-retiring) executive officers following
the qualifying employee's retirement, the Company will pay to the
qualifying employee the cash bonus that would have been payable to the
qualifying employee under the terms of the performance-based cash
incentive bonus program if such qualifying employee had been employed
through the end of such fiscal year, pro-rated based on the qualifying
employee's retirement date.
• Time-based restricted stock awards. If the qualifying employee is a
grantee of time-based restricted stock awards of the Company, then the
number of shares of common stock underlying those awards that would have
vested upon the next vesting date under such awards will be deemed to
have vested upon the retirement date.
• Performance-based restricted stock unit awards. If the qualifying
employee is a grantee of performance-based restricted stock units of the
Company, then, following the retirement date, the qualifying employee
will receive the number of shares underlying each award that actually
vests and becomes an earned award based on the actual performance of the
Company during the applicable award period, pro-rated based on the
qualifying employee's retirement date and calculated to include one
additional year of service credit. Any such awards will be earned and
settled following the applicable performance period in accordance with,
and otherwise subject to the terms of, the applicable award agreement.
The foregoing summary description of the Policy does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the
Policy, which will be timely filed as an exhibit to an upcoming periodic report
in accordance with applicable rules and regulations of the
The Company previously announced in its Current Report on Form 8-K, filed on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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