December 31, 2019, 40% of the number of shares subject to the award on December 31, 2020, and 40% of the number of shares subject to the award on December 31, 2021, subject to Mr. Beck’s continued employment with the Company through the applicable vesting date or as otherwise provided in the applicable award agreement.
Subject to Mr. Beck’s continued employment from the Commencement Date until the grant date and, with respect to the RSU, the availability of sufficient shares of the Company’s common stock under the Company’s 2015 Long-Term Incentive Plan or any successor plan (as amended and/or restated, collectively, the “Stock Plan”), the Company will grant Mr. Beck an RSU and a Performance Unit Award at the time the Company grants its annual long-term incentive awards for 2020 to other members of senior management. The number of shares subject to the RSU will be determined by dividing $225,000 by the closing price of the Company’s common stock on or as close in time as practicable to the grant date. The target cash settlement value of the Performance Unit Award at vesting will be equal to $225,000. The RSU and the Performance Unit Award will be eligible for vesting on December 31, 2022, based on the achievement, if at all, of performance criteria established by the Compensation Committee and Mr. Beck’s continued employment from the grant date until the vesting date or as otherwise provided in the applicable award agreement.
Each of the Option, the RSA, the RSU, and the Performance Unit Award will be subject to the terms of the Stock Plan and the related award agreement. Commencing in 2021, and subject to his continued employment, Mr. Beck is eligible to receive long-term incentive awards under the Stock Plan at the discretion of the Board or the Compensation Committee.
Commencing in 2021, and for the remainder of the term of the Agreement, Mr. Beck will be eligible to receive an annual base salary, cash incentive opportunity, and equity or long-term incentive opportunity of no less than $1,400,000 in the aggregate (inclusive of the grant date fair value of long-term incentive awards), subject to the Compensation Committee’s discretion to adjust base salary, determine allocations between cash, equity (or equity-based), and long-term incentive opportunities, establish performance and/or multi-year service criteria, and determine if and to the extent any incentive compensation is earned and payable based on the attainment of performance criteria and other terms and conditions established by the Compensation Committee. Mr. Beck’s annual total compensation opportunity is further subject to the terms and conditions of the applicable Company incentive plan and related award agreements (including, if applicable under any such plan or award agreement, performance or multi-year service criteria).
The Company will also provide Mr. Beck with relocation benefits in connection with his relocation to the Greenville, South Carolina area (to occur on or before October 22, 2019), reimbursement of reasonable commuting expenses to the Company’s headquarters from his residence and his reasonable temporary living expenses in the Greenville, South Carolina area until the time of his permanent relocation, reimbursement of the reasonable fees and expenses of an attorney used to negotiate the Agreement (not to exceed $7,500), and other benefits generally available to the Company’s other employees, which may include medical and retirement plans and reasonable travel expenses.
If Mr. Beck’s employment is terminated by the Company without “cause,” by Mr. Beck as a result of “good reason,” or due to his “disability” (each as defined in the Agreement), Mr. Beck will be entitled to receive: (1) accrued but unpaid salary through his termination date; (2) an amount equal to his salary in effect on the termination date, payable over a period of 12 months following his termination date; (3) an amount equal to his “average bonus” (as defined in the Agreement) determined as of the termination date, payable over a period of 12 months following his termination date; (4) thepro-rata portion of any bonus for the year in which termination occurs, to the extent earned, plus, if his termination occurs afteryear-end but before the bonus for the preceding year is paid, the bonus for the preceding year, to the extent earned; (5) reimbursement of COBRA premiums for continuation coverage under the Company’s group medical plan for 12 months following his termination date, so long as he is not entitled to obtain insurance from a subsequent employer; (6) reasonable outplacement service expenses for 12 months following his termination date, which may not exceed $25,000; and (7) reimbursement of expenses incurred prior to termination. If Mr. Beck’s employment is terminated by the Company without “cause” or by Mr. Beck as a result of “good reason,” and such termination occurs within six months before or one year after the effective date of a “change of control” (as defined in the Agreement), then the amounts described in clauses (2) and (3) of the foregoing sentence shall be increased by a factor of 100% (for a total of 200% of salary and average bonus).
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