| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 7, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Vicor Corporation (the “Company”) approved and adopted an amended form of award agreement for the grant of non-qualified stock options (the “amended award agreement”) under the Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan, as amended and restated (the “Plan”). In addition, the Committee made various grants using the amended award agreement on May 12, 2021, including grants to certain of the Company’s named executive officers which are described below.
The amended award agreement provides that if employment or service to the Company is terminated at the award recipient’s election or as a result of the award recipient’s death or disability, all vested stock options may be exercised for a period of 90 calendar days from the date of termination or until the expiration date of the stock options as provided for in the award agreement (the “Expiration Date”), whichever is earlier, after which time the stock options terminate. Further, the amended award agreement provides that if employment or service to the Company is terminated by the Company, all vested stock options may be exercised for a period of 30 calendar days from the date of termination or until the Expiration Date of the stock options, whichever is earlier, after which time the stock options terminate. Prior to the amendments reflected in the amended award agreement, the award agreement included an exception whereby the vested stock options of an employee who ceased employment with the Company due to a qualified retirement terminated only on the Expiration Date of the stock options as though employment had not ceased (the “Exception”). The amended award agreement eliminates the Exception. Neither the prior award agreement, nor the amended award agreement, provided or provides for the acceleration of vesting upon retirement.
As noted above, the Committee awarded stock options to certain named executive officers under the amended award agreement, including 4,569 options to Philip D. Davies, 3,792 options to Michael S. McNamara and 4,332 options to Claudio Tuozzolo. The options have an exercise price of $75.43 per share and vest at a rate of 20% per year on the anniversary of the grant date. Additionally, after each 20% increment vests, that 20% increment will expire two years after the vesting date if not exercised.
The preceding description of the amended award agreement is a summary only and is qualified in its entirety by the amended award agreement approved and adopted by the Committee, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
Exhibit Index
