|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On January 11, 2017, the Company issued a press release announcing that Patrick Goris has been named Senior Vice President and Chief
Financial Officer of the Company, effective February 7, 2017. Mr. Goris succeeds Theodore Crandall, who has served as Senior Vice President and Chief Financial Officer of the Company since April 2007. Mr. Crandall will return to his
previous role of Senior Vice President, Control Products and Solutions, replacing Kenneth Champa, who will retire later in 2017.
Mr. Goris, age 45, has served as the Company’s Vice President, Investor Relations, since 2015 and Vice President, Finance of
the Company’s Architecture and Software segment since 2011. He has held roles of increasing responsibility within the Company’s Finance organization since joining the Company in 2006.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On January 9, 2017, the Compensation Committee of our Board of Directors approved new compensation arrangements for Patrick Goris as the
Company’s Senior Vice President and Chief Financial Officer. Mr. Goris will receive an annual salary of $475,000, with an annual incentive compensation plan target of 70% of his annual salary, effective February 6, 2017. In addition,
on February 7, 2017, Mr. Goris will receive awards of stock options for shares of common stock with a value of $807,500 and restricted shares of common stock with a value of $142,500. The terms and conditions of these awards are consistent
with those of comparable annual long-term incentive awards to senior executive officers under the Company’s 2012 Long-Term Incentives Plan as set forth in the forms of stock option and restricted stock agreements previously filed by the Company
with the Securities and Exchange Commission. The specific number of stock options and restricted shares to be awarded will be determined on February 7, 2017 based on the closing price of our common stock on the New York Stock Exchange on that
date.
The Compensation Committee also approved a Letter Agreement between the Company and Patrick Goris to be entered into on
February 7, 2017 with respect to the reimbursement of certain compensation. The Letter Agreement provides that if the Company is required to restate any financial statements for periods from and after fiscal year 2017 during which he serves in
the position as chief financial officer due to the Company’s material noncompliance with any financial reporting requirements under the securities laws, he will reimburse the Company for any incentive- or equity- based compensation received by
him from the Company during the twelve months following the public filing of such financial statements and any profits realized by him on the sale of the Company’s securities during that twelve-month period.
The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the form of Letter
Agreement, a copy of which is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
(Page 2 of 4 Pages)
The Board of Directors approved a Change of Control Agreement between the Company and Patrick
Goris to be entered into on February 7, 2017. The Change of Control Agreement becomes effective if there is a change of control of the Company on or after February 7, 2017, and before October 1, 2019. The terms and conditions set
forth in the Change of Control Agreement are substantially the same as those set forth in the form of change of control agreement with senior executive officers of the Company previously filed by the Company with the Securities and Exchange
Commission. The agreement provides for the continuing employment of the executive for two years after the change of control on conditions no less favorable than those in effect before the change of control. If the executive’s employment is
terminated by the Company without “cause” or if the executive terminates his employment for “good reason” within that two year period, the agreement entitles the executive to:
• severance benefits payable as a lump sum equal to two times his annual compensation,
including target annual incentive compensation award;
• annual incentive compensation
payment prorated through the date of termination payable as a lump sum, based upon the average of the previous three years’ incentive compensation payments; and
• continuation of other benefits and perquisites for two years.
The foregoing description of the Change of Control Agreement is not complete and is qualified in its entirety by reference to the form of
Change of Control Agreement, a copy of which is filed herewith as Exhibit 99.3 and is incorporated herein by reference.