| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Deferred Incentive Plan
On June 8, 2023, the Board of Directors (the “Board”) of Vontier Corporation (the “Company”) approved an amendment to the Vontier Corporation Executive Deferred Incentive Plan (the “EDIP”) to be effective as of September 30, 2023 (as amended and restated, the “Amended and Restated EDIP”). The EDIP is a non-qualified deferred compensation program for selected members of the Company’s management. The Company uses the EDIP to tax-effectively contribute amounts to eligible employees’ retirement accounts and give eligible employees an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals. The EDIP was amended and restated in order to, among other things, cap employer contributions for eligible employees who begin participating in the Amended and Restated EDIP on or after September 30, 2023 at 6%, regardless of the number of years of participation in the plan. In addition, the Amended and Restated EDIP provides for a new vesting schedule for eligible employees who begin participating in the Amended and Restated EDIP on or after September 30, 2023. The new vesting schedule, which is also applied retroactively, provides that 20% of employer contributions vest each year, such that participants are fully vested upon five years of service; however, there is immediate vesting for termination without cause or good reason resignation (as defined in the Amended and Restated EDIP) within 24 months following a change-in-control of the Company. The terms of the Amended and Restated EDIP are otherwise substantially the same as the terms of the prior version of the plan.
The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated EDIP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Separation Pay Plan
On June 11, 2023, the Board of the Company approved the Separation Pay Plan for Officers, Key and Senior Executives (the “Separation Plan”), which replaces the Severance and Change-in Control Plan for Officers. Under the Separation Plan, the Company’s executive officers are eligible to receive severance benefits upon: (i) a termination without cause (as defined in the Separation Plan) not preceded by a change-in-control of the Company and (ii) a termination without cause, or good reason resignation (as defined in the Separation Plan), within 24 months following a qualified change-in-control of the Company. The level of benefits provided under the Separation Plan depends on the participant’s job title, as more fully described below.
The Company provides the following severance benefits under the Separation Plan upon a termination without cause not preceded by a change-in-control of the Company:
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Compensation | | President and CEO | | Other NEOs |
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| Cash Severance Payment | | 2.0 times base salary | | 1.0 times base salary |
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| Prorated Cash Annual Incentive Award | | Payment based on actual performance against performance targets and prorated for the period from the beginning of the year to the date of termination. | | Same as President and CEO |
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| Equity Awards | | • Based on actual performance against performance targets (if any); • Subject to original time-vesting; and • If granted at least six months prior to separation, prorated for the period from the date of grant to the date of termination. | | Same as President and CEO |
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| Health Benefits | | 24 months | | 12 months |
