Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Awards to named executive officers under the 2022 QIP will be based on the Company achieving budgeted adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") levels, adjusted for any asset sales or purchases. The target cash incentive award opportunity available to each named executive officer under the 2022 QIP is calculated as a percentage of each named executive officer's base salary, all in accordance with the terms of each such officer's existing employment agreement.
Under the 2022 QIP, performance is measured at the end of each quarter,
beginning with the quarter ended
Following the end of the year, actual annual performance will be compared to the pre-established threshold, target and maximum performance goals. If the Company achieves the full-year 2022 target EBITDA goal, each named executive officer will be entitled under the 2022 QIP to a total full year payout of 100% of his or her respective 2022 QIP target award opportunity. If the Company achieves the full year threshold EBITDA goal, each named executive officer will be entitled under the 2022 QIP to a total payout for the full year equal to 50% (threshold award opportunity) of his or her 2022 QIP target award opportunity, and if the Company meets or exceeds the full year maximum EBITDA goal, each named executive officer will be entitled under the 2022 QIP to a total payout of 200% (maximum award opportunity) of his or her 2022 QIP target award opportunity. Actual performance between threshold and target and target and maximum will result in payout amounts determined by linear interpolation. The payout amount calculated for performance over the full-year period will be reduced by payments previously made for the quarterly periods in 2022.
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