away any customers, business, patronage or orders of ACI within the restricted territory, or attempt to do so; (iv) promote or assist, financially or otherwise, any person, firm,
association, partnership, corporation or other entity engaged in any business that competes with ACIs business within the restricted territory; or (v) solicit, induce or attempt to solicit or induce any employee(s), sales
representative(s), agent(s) or consultant(s) of ACI and/or its affiliated companies to terminate their employment, representation or other association with ACI and/or its affiliated companies, provided that the foregoing shall not apply to general
advertising not specifically targeted at employees, sales representatives, agents or consultants of ACI and/or its affiliated companies.
Release
As a condition to receiving any
of the severance benefits under the CIC Agreements, the Executive is required to release ACI and its employees from all claims that the Executive may have against them.
Post-Termination Benefits Under Incentive Plans
Management Incentive Compensation (MIC) Plan Terms
Under the MIC program, to be entitled to a payment, the executive, including our Named Executive Officers, must be employed by ACI on the date of payment. If employment
with ACI is terminated for any reason prior to the payment date, the executive will not be eligible for a bonus under the MIC program and the executive forfeits all rights to such payment except to the extent otherwise provided by ACI (including
under the CIC Agreements).
The individual award agreements with each executive officer, including our Named Executive Officers, related to the MIC program, grant
ACI the right to require an executive officer to forfeit his or her right to payment or to reimburse ACI for any payments previously paid, along with any other action ACI deems necessary or appropriate, in the event it is determined that the
executive officer engaged in misconduct in the course of his or her employment.
Equity Incentive Plan Terms
Performance Shares. The award agreements for performance shares generally provide that if an employee, including a Named Executive Officer, voluntarily terminates
employment with ACI prior to payment of the performance shares, all performance shares are forfeited. In the event of death, disability, or termination of employment without cause, the award agreements generally provide that ACI may pay the employee
a pro-rata portion of the performance shares to which the employee would have been entitled based on the performance of ACI during the full fiscal quarters completed during the applicable performance period until the date of termination. Such
amounts will be paid as soon as practicable after the receipt of audited consolidated financial statements of ACI relating to the last fiscal year of the performance period. Upon the close of a change in control, the performance period for our TSR
PSAs will be truncated and the actual performance will be measured. The earned awards will then convert to RSUs with a vesting schedule equal to the PSAs. A copy of the form of LTIP Performance Shares Agreement used to grant performance shares to
employees, including our Named Executive Officers, under the 2020 Incentive Plan was filed as Exhibit 10.07 to our Quarterly Report on Form 10-Q filed August 6, 2020.
RSUs. The award agreements for RSUs generally provide that if any employee, including a Named Executive Officer, voluntarily terminates employment with ACI, the
employee forfeits all unvested RSUs. However, the award agreements also generally provide that if the employees employment terminates due to death or disability, all RSUs will immediately vest upon the employees termination due to death
or disability. A copy of the form of RSU Award Agreement used to grant RSUs to employees, including our Named Executive Officers, under the 2020 Incentive Plan was filed as Exhibit 10.26 to our Annual Report.
The special retention grant of RSUs made to Mr. Saks in 2019 vested in connection with the termination of his employment effective December 31, 2020. The special
retention grant of RSUs made to Ms. Aretakis and Mr. Wilmot in 2019 will vest on June 9, 2021 or earlier upon termination of employment without cause.
Supplemental Stock Options. The award agreements for supplemental stock options generally provide that if an optionee, including a Named Executive Officer,
voluntarily terminates employment with ACI, all unvested stock options will terminate and the optionee will have 90 days from the date of termination to exercise any vested stock options. A copy of the form of Supplemental Nonqualified Stock Option
Agreement used to grant stock options to employees, including our Named Executive Officers, under the 2005 Incentive Plan was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 30, 2015.
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