Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The Committee also previously approved the form of Restricted Stock Unit Agreement (the "RSU Agreement" and together with the PSU Agreement the "Award Agreements") under the Plan. The RSU Agreement provides for the grant of restricted stock unit awards ("RSUs") consisting of the right to receive, upon the vesting date of such RSUs, one share of Class A Common Stock for each vested RSU. Each RSU will vest in accordance with the schedule determined at the time of grant, subject to the grantee's continued employment or service through the vesting date. Each RSU Agreement will set forth the circumstances under which the vesting of a RSU will accelerate, including in the event of termination, as may be provided under the Plan or with respect to any individual grant. A copy of the RSU Agreement is filed as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the RSU Agreement is qualified in its entirety by reference to the full text of the RSU Agreement.
On the Grant Date, the Committee approved the following equity compensation grants, in accordance with the applicable Award Agreement, to the listed executive officers of the Company:
RSUs(1) PSUs(2) At Target 150% of Target Gavin Michael 2,082,000 2,082,000 3,123,000 Marc D'Annunzio 200,000 200,000 300,000 Andrew LaBenne 200,000 200,000 300,000
(1) Each RSU will vest, subject to the grantee's continued employment with the Company, in three equal annual installments on the first three anniversaries of the Grant Date.
(2) The numbers included in the table reflect the aggregate number of shares of
Class A common stock that may be issuable to the grantee based on a "target"
performance. The actual number of shares will vary between and 0% and 150% of
the target amount. The PSUs provide a scale for the number of shares of Class A
common stock issuable to the grantee based (i) 50% on the Company's net revenue
and (ii) 50% on the Company's transacting accounts, in each case, during the
applicable performance period, pursuant to which, in each case, the grantee may
earn between 0% of the "target" award (if the Company's net revenue or
transacting accounts, as applicable, achieved with respect to such performance
period is below 25% of the "target" performance goal) and 150% of the target
award (if the performance level achieved with respect to such performance period
equals or exceeds 150% of the "target" performance goal). The performance
periods for the PSUs are the years ending
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Performance-Based Restricted Stock Unit Award Agreement 10.2 Form of Restricted Stock Unit Award Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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