APPLOVIN CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The PSUs will cover a total of 17,255,000 shares of the Company's Class A common
stock. Of this total, 40% of the PSUs will be granted to each of
In addition, the Board, upon the recommendation of the Compensation Committee,
approved the grant of awards of restricted stock units covering 520,472 shares
of the Company's Class A common stock under the 2021 Plan to each of
The Compensation Committee, in consultation with its independent compensation
consultant,
The Board intends for these PSUs to be the exclusive performance-based equity
awards that
The Board believed it was important for the PSUs to vest only if the Company
achieves certain stock price goals, which if achieved, would allow the Company's
other stockholders to benefit from the increases in the Company's stock price.
To further encourage
The PSUs are eligible to vest based on the Company's stock price performance
over a performance period beginning on the first trading day following the Grant
Date and ending on the fifth anniversary of the Grant Date. Each individual's
award of PSUs is divided into five equal tranches that are eligible to vest
based on the achievement of stock price goals (each, a "Company Stock Price
Target"), measured based on the minimum closing price of the Company's Class A
common stock over a consecutive 30 trading day period during the performance
period as set forth below. This measurement period was designed to reward
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The threshold Company Stock Price target (the "Threshold Price") will be
The following table presents how many PSUs would be eligible to vest per Company
Stock Price Target achieved for each of
PSUs Eligible to Vest
Additional Participants
Company Stock Price Target
$ 36.00 1,380,400 1,380,400 690,200$ 46.75 1,380,400 1,380,400 690,200$ 57.50 1,380,400 1,380,400 690,200$ 68.25 1,380,400 1,380,400 690,200$ 79.00 1,380,400 1,380,400 690,200 Total 6,902,000 6,902,000 3,451,000
If the closing price of the Company's Class A common stock fails to reach the Threshold Price over a consecutive 30 trading day period during the performance period, or if an individual terminates service to the Company during a period where the closing price of the Company's Class A common stock is above the Threshold Price but has not yet fulfilled the consecutive 30 trading day period, no portion of the PSUs shall vest. The Company Stock Price Targets and number of shares of the Company's Class A common stock underlying the PSUs will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar event under the 2021 Plan.
In the event of a change in control of the Company following the Grant Date but before the end of the performance period, the PSUs may be eligible to vest in additional amounts if the per share transaction price in the change in control is above the Threshold Price but below an additional Company Stock Price Target(s) that has not previously been achieved, in which case the additional amount of PSUs will vest immediately prior to the closing of the change in control.
In the event of termination of employment for "cause" or resignation without
"good reason" (each as defined their PSU agreement), any portion of a
participant's PSUs for which a Company Stock Price Target has not been achieved
will immediately terminate and be forfeited to the Company. For each of
Each vested PSU will be settled in a share of the Company's Class A common stock on the next company quarterly vesting date occurring on or after the date on which the PSU vests. To the extent required by law or the rules of the stock exchange upon which the Company's Class A common stock is listed, the Company's clawback policy will apply to all awards.
The foregoing summary is qualified in its entirety by reference to the full text of the form of PSU Agreement which is attached hereto as Exhibit 10.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit 10.1 Form of Performance-Based Restricted Stock Unit Agreement Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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