Xerium Awards Employment Inducement Award Pursuant to NYSE Rule 303A.08
June 02 2017 - 5:00PM
Business Wire
Xerium Technologies, Inc. (NYSE: XRM) (“Xerium” or the
“Company”), a leading global provider of industrial consumable
products and services, today announced the grant of a restricted
stock unit award of up to 600,000 shares of common stock to Mr.
Mark Staton under an Inducement Restricted Stock Unit Award
Agreement. In addition, the Company filed with the SEC today a Form
S-8 registering the shares underlying the award. The award was
offered as an inducement to Mr. Staton in connection with his
commencement of employment with the Company as its President and
Chief Executive Officer. The award and the Inducement Restricted
Stock Unit Award Agreement were approved by the Company’s
Compensation Committee of the Board of Directors in reliance on the
employment inducement award exception to New York Stock Exchange
Listing Rule 303A.08, which requires the public announcement of
such inducement awards.
The award will vest on October 28, 2020 (“vesting date”)
provided Mr. Staton has remained continuously employed with the
Company through that date. The number of shares that will vest and
be payable to Mr. Staton will depend on the number of shares earned
between Mr. Staton’s hire date, April 28, 2017, and the vesting
date (the “opportunity period”). Shares will be earned under the
award based on whether the Company’s volume weighted 20-day average
stock price (“average stock price”) achieves certain
pre-established levels within various time periods during the
opportunity period and during which the corresponding 20-day
average daily dollar trading volume of Xerium common stock on the
NYSE equals or exceeds $2,800,000 (“volume minimum”). For a more
complete understanding of the various average stock prices and the
time periods within which Mr. Staton can earn shares under this
award, please refer to the Special Incentive Matrix on Exhibit A to
his employment agreement, which is filed as Exhibit 10.1 to the
Company’s Form 8-K filed with the SEC on May 1, 2017. Mr. Staton
can earn the maximum number of shares subject to the award if the
average stock price reaches $20.00 less than 18 months after his
hire date.
If Xerium experiences a Change in Control (as defined in the
Company’s 2010 Equity Incentive Plan), the number of shares of
common stock earned under this award will be determined based upon
the stock price paid or implied in such Change in Control
transaction. Those shares would be issued to Mr. Staton immediately
prior to the consummation of the transaction. If Mr. Staton ceases
to be employed with the Company prior to the vesting date, the
award will be forfeited, except that if Mr. Staton’s employment is
terminated without Cause or Mr. Staton terminates his employment
for Good Reason (as those terms are defined in his employment
agreement), he will be entitled to those shares earned through the
date of termination and for a period of six-months thereafter.
The award is being made outside the Company’s 2010 Equity
Incentive Plan but will generally be construed and administered
consistent with that Plan.
ABOUT XERIUM TECHNOLOGIES
Xerium Technologies, Inc. (XRM) is a leading global provider of
industrial consumable products and services. Xerium, which operates
around the world under a variety of brand names, utilizes a broad
portfolio of patented and proprietary technologies to provide
customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs. With 28 manufacturing facilities in 13 countries
around the world, Xerium has approximately 2,950 employees.
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version on businesswire.com: http://www.businesswire.com/news/home/20170602005863/en/
Xerium Technologies, Inc.Cliff Pietrafitta,
919-526-1403IR@xerium.com
Xerium (NYSE:XRM)
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