Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensation Arrangements for Executive Officers
On March 23, 2015, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vista Outdoor Inc. (the “Company”), approved forms of award agreements for use in connection with grants of restricted stock units (“RSUs”), performance shares, restricted shares and stock options to employees, including the Company’s named executive officers, under the Company’s 2014 Stock Incentive Plan (the “Plan”). RSUs represent the right to receive shares of the Company’s common stock (“Common Stock”) in accordance with a vesting schedule, which is determined by the Committee when the awards are granted, subject to certain terms and conditions specified in the form of award agreement with respect to the RSUs. Performance shares represent the right to receive shares of Common Stock at the end of a performance period approved by the Committee in an amount determined based on the Company’s cumulative achievement over such performance period with respect to specified performance objectives, subject to certain terms and conditions specified in the form of award agreement with respect to the performance shares. Restricted shares are shares of Common Stock that remain subject to restrictions imposed by the Committee (including, for example, restrictions on the right to sell, assign or transfer the restricted shares) for a vesting period and subject to certain other terms and conditions specified in the form of restricted share award agreement. Stock options represent the right to purchase shares of Common Stock Exercise price equal to fair market value of a share of Common Stock on the date of grant, subject to a vesting schedule, expiration date and other terms and conditions set forth in the form of stock option award agreement. Grants of RSUs, performance shares, restricted shares and stock options to Company employees pursuant to the forms of award agreements approved by the Committee will be subject certain non-competition, non-solicitation and other restrictive covenants specified in the forms of award agreements.
The foregoing description of the forms of award agreements for RSUs, performance shares, restricted shares and stock options is qualified by reference to the full text of the forms of award agreements, which are filed as Exhibit 10.1, 10.2, 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
On March 23, 2015, the Committee approved based salaries for fiscal year 2016 for the Company’s named executive officers as follows: Mark W. DeYoung, $1,050,000; Stephen M. Nolan, $470,000; Scott D. Chaplin, $453,125; Stephen S. Clark, $395,000.
On March 23, 2015, the Committee approved target annual cash incentive payments for fiscal year 2016 for the Company’s named executive officers under the Company’s Executive Officer Incentive Plan as follows: Mark W. DeYoung, $1,050,000; Stephen M. Nolan, $305,500; Scott D. Chaplin, $294,531; Stephen S. Clark, $256,750. Annual incentive payments for fiscal year 2016 will be based on the Company’s results in fiscal year 2016 with respect to certain financial performance targets to be approved by the Committee.
On March 23, 2015 the Committee also granted long-term incentive awards to the Company’s named executive officers with a target grant-date value as follows: Mark W. DeYoung, $3,500,000; Stephen M. Nolan, $658,000; Scott D. Chaplin, $525,000; Stephen S. Clark, $375,000. The long-term incentive awards to the named executive officers were made in the form of performance shares (50%), restricted shares (30%) and stock options (20%). Stock options and restricted shares granted to the named executive officers vest in equal installments on each of the first, second and third anniversaries of the grant date. Stock options granted to the named executive officers carry an exercise price equal to the closing price of a share of Common Stock on the New York Stock Exchange on the grant date and expire after 10 years.
Performance shares granted to named executive officers represent the right to receive shares of Common Stock at the end of the performance period beginning on April 1, 2015 and ending on March 31, 2018 (the “FY16-18 Performance Period”) in an amount
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