| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 24, 2022, the Board of Directors of Cushman & Wakefield plc (the “Company”) approved the Cushman & Wakefield Global, Inc. Amended & Restated Executive Employee Severance Pay Plan & Summary Plan Description (as amended and restated, the “Severance Plan”). The Severance Plan extends eligibility to participate to the Company’s global leadership team, including the Company’s named executive officers.
Pursuant to the Severance Plan, upon an involuntary termination not in connection with a change in control, an eligible participant would be entitled to receive the following severance benefits, subject to the participant’s execution of a release of claims: (a) a specified multiple of the participant’s base salary (1.5x for our CEO and 1.0x for other participants), (b) 1.0x the participant’s target annual bonus for the year in which the termination occurs, (c) a discretionary, pro-rated annual bonus for the year in which the termination occurs, (d) subsidized continued health coverage for the duration of the applicable severance period, (e) reimbursement for outplacement services, and (f) pro-rata vesting of a portion of the participant’s outstanding and unvested restricted stock units that were granted on or after the effective date of the Severance Plan.
Upon an involuntary termination or a resignation by the participant for good reason, in each case, within the two-year period following a change in control of the Company, an eligible participant would be entitled to receive the following severance benefits, subject to the participant’s execution of a release of claims: (i) two times the participant’s base salary, (ii) two times the participant’s target annual bonus for the year in which the termination occurs, (iii) a discretionary, pro-rated annual bonus for the year in which the termination occurs, (iv) subsidized continued health coverage for 24 months, (v) reimbursement for outplacement services, and (vi) if the acquirer assumed the outstanding equity awards in the change in control transaction, accelerated vesting in full of the participant’s outstanding and unvested equity awards that were granted on or after the effective date of the Severance Plan.
Except as otherwise set forth in the Severance Plan, if a participant is eligible to receive severance benefits pursuant to any other agreement with the Company or an affiliate or pursuant to applicable local law, the severance benefits provided under the Severance Plan will be reduced by such other severance benefits payable or provided to the participant. The Severance Plan may not be terminated in contemplation of a change in control or within 24 months after a change in control.
This summary of the Severance Plan does not purport to be complete and is qualified in its entirety by the text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
