Exhibit 10.14
UNIVERSAL DISPLAY CORPORATION
ANNUAL INCENTIVE PLAN
FOR SENIOR EXECUTIVES
(as amended and restated, effective January 1, 2023)
Adopted by the Board of Directors on February 21, 2023
UNIVERSAL DISPLAY CORPORATION
ANNUAL INCENTIVE PLAN
FOR SENIOR EXECUTIVES
(as amended and restated, effective January 1, 2023)
This Universal Display Corporation Annual Incentive Plan for Senior Executives, as may be amended from time to time (the “Plan”) is an amendment and restatement of the prior version adopted by the Board (as defined below) on March 7, 2013 and approved by the shareholders of the Company (as defined below) on June 20, 2013 (the “Prior Plan”). The Prior Plan has been amended and restated to remove provisions applicable to “qualified performance-based compensation” under section 162(m) of the Code (as defined below).
The purpose of the Plan is to enhance the ability of the Company to attract, reward and retain senior executive employees, to strengthen employee commitment to the Company’s success and to align employee interests with those of the Company’s shareholders by providing variable compensation, based on the achievement of performance objectives. To this end, the Plan provides a means of annually rewarding Participants (as defined below) based on the performance of the Company, its subsidiaries or one or more business units and, where appropriate, on a Participant’s personal performance. This Plan is effective for Awards (as defined below) payable on or after January 1, 2023.
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All senior executive employees of the Company and its subsidiaries are eligible to participate in the Plan. The Committee shall designate which senior executive employees shall participate in the Plan for each Performance Period. In order to be eligible to receive an Award with respect to any Performance Period, a designated senior executive employee must be actively employed by the Company or a subsidiary on the payment date for the Award, except as provided in Section 7.
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Subject to the provisions of Section 7, payment of the Awards determined by the Committee shall be made within 2½ months after the close of the Performance Period. Awards shall be paid in cash or in the form of Company stock or stock units or such other form as determined by the Committee. Any Company stock, stock units or other form of equity grant shall be issued under the Company’s Equity Compensation Plan or a successor plan.
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Unless the Committee determines otherwise, if a change of control or other transaction occurs prior to the end of a Performance Period, the Committee may take such actions as it deems appropriate with respect to Awards for the then-current Performance Period, consistent with applicable law.
Notwithstanding the foregoing, the Committee may permit a Participant to defer receipt of an Award that would otherwise be payable to the Participant. The Committee shall establish rules and procedures for any such deferrals, consistent with the applicable requirements of Code section 409A.
The Committee may at any time, in whole or in part and for any reason, amend this Plan, without the consent of any Participant.
The Committee may terminate or suspend, in whole or in part and for any reason, this Plan at any time without the consent of any Participant. In the case of suspension or termination of the Plan, the Committee may take such actions as it deems appropriate with respect to Awards for the then-current Performance Period, consistent with applicable law.
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