SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|ITEM 5.02|| |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Senior Executive Short-Term Incentive Plan for Fiscal Year 2022
On April 7, 2021, the Compensation Committee of our Board of Directors established the performance criterion and goals for, and target amounts payable under, our Senior Executive Short-Term Incentive Plan, as amended by its determinations for fiscal year 2022 (the “STIP”), for Gregory Woods, our President and Chief Executive Officer, David Smith, our Vice President, Chief Financial Officer and Treasurer, and Michael Natalizia, our Chief Technology Officer and Vice President of Strategic Technical Alliances. We refer to Messrs. Woods, Smith and Natalizia collectively as the participants.
The following table sets forth, for each of the participants, the percentage of base salary (the “Target Award Percentage”) that will constitute the participant’s aggregate target award under the STIP for fiscal year 2022.
|Target Award Percentage for Fiscal|
The amounts payable under the STIP for fiscal year 2022 to each of the participants are based on the achievement of corporate performance goals related to our fiscal year 2022 operating income.
The bonus earned by each participant under the STIP for fiscal year 2022 will be calculated as follows:
No bonus will be paid unless our fiscal year 2022 operating income exceeds a threshold established by the Compensation Committee. If our fiscal year 2022 operating income equals the operating income target established by the Compensation Committee, 100% of the target bonus will be paid. If our fiscal year 2022 operating income falls between the threshold and the target, the bonus amount will be determined through linear interpolation. An incremental bonus of up to 100% of each participant’s total STIP target bonus will be paid if our fiscal year 2022 operating income falls between the operating income target and an amount equal to 200% of the operating income target. If our fiscal year 2022 operating income falls between the target and 200% of the target, the bonus amount will be determined through linear interpolation. No further bonus will be paid for exceeding 200% of the operating income target.
All payments and awards will be subject to the other provisions and limitations of the STIP, including:
Aggregate annual awards under the STIP may not exceed 15% of our consolidated operating income for the applicable fiscal year, determined without deduction for the payment of awards under the STIP.
Aggregate awards earned must be fully accounted for when determining whether a performance goal based upon operating income has been achieved.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: April 13, 2021||By:|
|David S. Smith|
|Vice President, Chief Financial Officer and Treasurer|