Cool Company Ltd. - Approval of Long-Term Incentive Plan
November 25 2022 - 2:13PM
Bermuda, November 25, 2022: The board of
directors (the “Board”) of Cool Company Ltd.
(“CoolCo” or the “Company”) has
resolved to implement a long-term incentive plan (the
“LTIP”) for employees, management and board
members of the Company and its affiliates. The overall purpose of
the LTIP is to promote the success of the Company for the benefit
of its shareholders, by providing a framework for the retention and
incentivization of employees using the Company’s equity and thereby
aligning their interests with the Company and its affiliates.
The LTIP provides for the grant of equity
awards, with the intention being for the initial awards to be
granted as options (“Options”) and restricted
stock units (the “RSUs”), as further detailed
below. Shares used under the LTIP are expected to be covered by the
Board's authorization to issue authorized and unissued shares in
connection with a grant of warrants, options or other securities
with rights to convert such securities into shares of the Company,
pursuant to the bye-laws of the Company.
The Board also resolved that the number of
shares in the Company to be used for awards granted under the LTIP
will be approved by the Board on an annual basis.
(i) Options:
Pursuant to the LTIP, Options will be granted at
an exercise price to be determined as at the date of grant (with
the initial Options to be granted with an exercise price of $10).
The initial recipients of Options will be management and directors
of the Company and its affiliates. Options will vest subject to a
vesting schedule as determined at grant, with the initial Options
vesting equally in four installments on each of November 30, 2023,
November 29, 2024, November 30, 2025, and November 30, 2026. The
LTIP rules allow the Company to determine the exercise price and
applicable vesting and performance conditions for future awards as
appropriate. Options may be exercised from the vesting date and
will lapse and become void on the 10th anniversary of the grant
date if not exercised. Upon exercise of the Options, the holder
will receive one share per Option in CoolCo at the exercise price.
Where a grantee ceases employment by reason of death, disability or
termination without cause (or for any other reason at the
discretion of CoolCo), Options will vest immediately. Where a
grantee ceases employment for any other reason, any unvested
Options will immediately lapse.
The Options will be granted under the terms of
an option agreement (the “Option Agreement”) and
the LTIP, and a duly completed Option Agreement will be provided to
each proposed grantee, for each individual to enter into with the
Company in order to effect the grant of their Option.
A grant of Options according to the LTIP in one
year does not entitle the grantee to receive Options or any other
award under the LTIP in subsequent years.
(ii) RSUs:
Pursuant to the LTIP, RSUs vest into shares of
the Company (“RSUs”). The RSUs vest subject
to a vesting schedule to be determined at grant. It is
intended that the RSUs initially be operated for Norwegian
employees, and employees in certain other jurisdictions. The
initial RSUs will vest equally in four installments on each of
November 30, 2023, November 29, 2024, November 30, 2025, and
November 30, 2026. The LTIP rules allow the Company to determine
applicable vesting and performance conditions for future awards as
appropriate. Where a grantee ceases employment by reason of death,
disability or termination without cause (or for any other reason at
the discretion of CoolCo), RSUs will vest immediately. Where a
grantee ceases employment for any other reason, any unvested RSUs
will immediately lapse. The RSUs will be granted under the terms of
an RSU agreement (the “RSU Agreement”) and the
LTIP, and a duly completed RSU Agreement will be provided to each
proposed grantee, for each individual to enter into with the
Company in order to effect the grant of their RSUs.
A grant of RSUs according to the LTIP in one
year does not entitle the grantee to receive RSUs or any other
award under the LTIP in subsequent years.
ABOUT COOLCO
CoolCo is a growth-oriented owner, operator and
manager of fuel-efficient liquefied natural gas
(“LNG”) carriers. Using its integrated, in-house
vessel management platform, CoolCo provides charterers and
third-party LNG vessel owners with modern and flexible management
and transportation solutions, delivering a lesser-emitting form of
energy that supports decarbonization efforts, economic growth,
energy security, and improvements in quality of life. CoolCo also
intends to leverage its industry relationships to make further
accretive acquisitions of in-service LNGCs, and to selectively
pursue newbuild opportunities.
Additional information about CoolCo can be found
at www.coolcoltd.com.
For further information, please contact:
Richard Tyrrell, CEOEmail:
richard.tyrrell@coolcoltd.comPhone: +44 2076591111John Boots,
CFOEmail: john.boots@coolcoltd.comPhone: +44 2076591111
This information is subject to the disclosure
requirements in Regulation EU 596/2014 (MAR) article 19 number 3
and section 5-12 of the Norwegian Securities Trading Act.
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