Equity Grants
During your employment, you will be eligible to receive annual grants of equity-based incentive awards under the Company’s Long-Term Incentive Plan (“LTIP”), based on annual equity allocations determined by the Board (or a designated committee thereof) in its sole discretion. In addition to the above-referenced LTIP awards, concurrent with your transition date, you will receive an initial LTIP award with grant date target value of approximately $2,000,000 (the “Initial LTIP Award”). It is expected that the Initial LTIP Award will be allocated among time based restricted stock units (60%) and performance based restricted stock units (40%), in each cased generally subject to your continued service through the relevant vesting dates, and the terms and conditions of the relevant award agreements. You may review the applicable plan and grant agreement for more information on the terms and conditions which apply.
Automobile Allowance
You will receive an automobile allowance of $12,000.00 /per year, or $461.54 on a bi-weekly basis, payable in accordance with the Company’s normal payroll practice. Automobile allowances will be reviewed in conjunction with the integration policy review and, therefore, may be subject to change. You will be eligible to receive similar benefits to similarly situated peers.
Benefits and Perquisites
You will be eligible to participate in the employee benefit plans and programs generally available to other comparable employees of the Employer, including but not limited to group medical, dental, vision, and life insurance, disability benefits, retirement plans, an employee stock purchase plan, an executive severance plan, and a change-in-control severance plan, in each case subject to the terms and conditions of such plans and programs. You will be entitled to five weeks of paid vacation annually. You will also be entitled to the fringe benefits and perquisites that are made available to other comparable employees of the Employer, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company and the Employer reserve the right to amend, modify, or terminate any benefit plans or programs at any time and for any reason.
Stock Ownership Guidelines
In your position with the Company, you will be required to comply with the Company’s Stock Ownership Guidelines applicable to members of the Board, officers and other senior leadership. A copy of these guidelines has been enclosed for your reference.
At-Will Employment
Your employment with the Employer will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Employer may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Employer.
Severance Plans and Participation Agreements
The Company maintains an Executive Retention & Severance Plan and an Executive Change-in-Control Severance Plan for officers and other key personnel in the event that the Company is acquired. The provisions of these plans are set forth in the Plan documents and the related Participation Agreements and will be the same as those terms currently in effect for other officers of the Company, which require that the executive agree to certain restrictive covenants (including a non-compete) for the period of employment with the Employer and ending one year following termination of employment. A copy of the applicable plans and participation agreements have been enclosed for your review.
