| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2019 Incentive Plan
On April 23, 2019, the shareholders of PerkinElmer, Inc. (the “Company”) approved the Company’s 2019 Incentive Plan (the “2019 Plan”), which was previously approved by the board of directors of the Company (the “Board”) on January 24, 2019. The 2019 Plan is intended to replace the Company’s 2009 Incentive Plan (the “2009 Plan”), which is scheduled to expire by its own terms on April 28, 2019. Effective as of April 23, 2019, no additional awards will be made under the 2009 Plan. Upon the expiration of the 2009 Plan, all then-outstanding awards under the 2009 Plan will remain in effect.
Upon shareholder approval of the 2019 Plan, a total of 6,250,000 shares of the Company’s common stock (“Common Stock”) became available for grant under the 2019 Plan. In addition, to the extent that awards outstanding under the 2009 Plan expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right, the shares of Common Stock underlying such awards will become available for grant under the 2019 Plan (subject to an overall limit of 2,502,900 shares and further subject in the case of incentive stock options to any limitations of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations thereunder).
The 2019 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code,non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards.
Employees, officers, and directors, as well as the Company’s consultants and advisors, are eligible to receive awards under the 2019 Plan. Under present law, however, incentive stock options may only be granted to employees of the Company and its present or future parent or subsidiary corporations, and employees of any other entities the employees of which are eligible to receive incentive stock options under the Code.
Except in the case of newly hired or promoted employees, the maximum number of shares with respect to which awards may be granted to any participant under the 2019 Plan may not exceed 800,000 shares per calendar year. For newly hired or promoted employees, the maximum limit is 1,500,000 shares. Additionally, no single participant may in any calendar year receive a payment in excess of $15,000,000 pursuant to a performance award payable in cash, of which no more than $5,000,000 may be made for any cash-based annual bonus performance award and no more than $10,000,000 may be made for any multi-year cash-based long-term incentive performance award.
The 2019 Plan provides that no more than 50,000 shares may be made subject to awards granted under the 2019 Plan to any individualnon-employee director in any calendar year and that the maximum amount of cash compensation paid in any calendar year to an individualnon-employee director may not exceed $500,000 in the case of an incumbent director or $750,000 in the case of the chairman of the Board. Exceptions to these limitations may only be made by the Board in extraordinary circumstances provided that thenon-employee director receiving any additional compensation does not participate in the decision to award such compensation.
