Tyco International PLC (TYC) filed a Form 8K - Changes in
Company Executive Management - with the U.S Securities and Exchange
Commission on December 02, 2014.
(e) Compensatory Arrangements of Certain Officers.
On November 25, 2014, in connection with its annual grant of
equity awards to Company employees, the Compensation and Human
Resources Committee (the "Committee") and the Board of Directors of
Tyco International plc (the "Company") approved changes to the
compensation for George R. Oliver, the Company's Chief Executive
Officer, and Arun Nayar, the Company's Executive Vice President and
Chief Financial Officer.
Effective November 25, 2014, the grant date targeted fair value
of Mr. Oliver's annual long-term equity grant has been increased by
25% to $7.5 million. Mr. Oliver's annual salary and target annual
incentive bonus remain unchanged. The long-term equity award grant
for fiscal 2015 for Mr. Oliver and all other eligible participants
under the Company's 2012 Stock and Incentive Plan was made on
November 25, 2014. For Mr. Oliver, the long-term equity award was
split equally between stock options and performance share units.
The stock option and performance share units are subject to the
standard terms and conditions of the Company's forms of equity
award agreements under the Company's 2012 Stock and Incentive
Plan.
For Mr. Nayar, the grant date targeted fair value of $1.5
million for his fiscal 2015 equity awards represents a 15% increase
over the prior year award. The award consisted of stock options
(40%), performance share units (40%) and restricted stock units
(20%). The stock options and restricted stock units vest ratably
over a four year period, and the performance share units cliff vest
at the end of the three-year performance period (subject to the
achievement of applicable performance conditions). For Mr. Nayar,
upon retirement, these equity awards will vest in full if
performance metrics related to CFO succession and the
transformation of the Company's finance organization have been
achieved, in the sole discretion of the Committee. In such a case,
although vesting would occur upon retirement, delivery of the
awards would remain subject to the original vesting schedule, and
the performance share units would remain subject to all applicable
performance conditions. The arrangement is intended to assure a
smooth and orderly transition to Mr. Nayar's successor upon his
future retirement.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344414000128/form8-k12x2x14.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000083344414000128/0000833444-14-000128-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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