financial results as reported under generally accepted accounting principles (GAAP) may apply in certain specified situations.
3.ROIC Metric. Satisfaction of this metric will be based on the Company achieving a target average three-year ROIC during the Performance Period, reduced by a hypothetical tax rate of 30%. In determining ROIC for a fiscal year, certain pre-established adjustments to financial results reported under generally accepted accounting principles (GAAP) may apply in certain specified situations.
4.Weighting of Metrics. Vesting of 75% of each Named Executive Officer’s PSU award is subject to achievement of the Adjusted EBIT metric target and the remaining 25% is subject to achievement of the ROIC metric target. 100% of each Named Executive Officer’s PSU award relative to each metric would vest if the target for that metric is achieved. For example, if the Adjusted EBIT metric target is satisfied (but the target is not exceeded and there is no shortfall relative to the target), 75% of the total PSUs awarded to the Named Executive Officer would vest.
5.Upward and Downward Adjustments for Exceeding or Falling Short of Metric Targets. The percentage of each Named Executive Officer’s PSU award that may vest with respect to each metric will (a) increase to a maximum of 150% of the PSUs awarded to the executive relative to that metric if the results achieved for that metric exceed the metric’s performance target by a specified amount and (b) decrease to a minimum of 50% of the PSUs awarded to the Named Executive Officer relative to that metric if results achieved for that metric fall below the metric’s performance target but still satisfy the minimum threshold performance level for the applicable metric. The number of PSUs awarded will increase or decrease ratably if actual results are above or below a metric’s target. None of the Named Executive Officers’ PSU awards will vest with respect to a metric if the results achieved are less than the minimum threshold performance level for that metric, and no more than 150% of the Named Executive Officer’s PSU award will vest with respect to a metric even if the results achieved exceed the maximum performance target for that metric.
6.Settlement Upon PSU Vesting. If a Named Executive Officer’s PSUs vest based on satisfaction of the metrics as described above, settlement of the applicable number of shares underlying the PSUs that have vested based upon the performance levels achieved, subject to any applicable tax withholding, will occur as soon as practicable after the vesting date, contingent on continued employment or other service to the Company through this date.
The number of shares of common stock to which the PSU awards relate will be appropriately adjusted in the event of stock splits, stock dividends and other extraordinary corporate events.
The foregoing descriptions of the terms of the PSU awards are qualified by reference to the full text of the form of Amended and Restated Restricted Stock Unit Agreement for these awards under the 2015 Plan, which is filed herewith as Exhibit 10.1.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)(1)On June 28, 2021, the Compensation Committee increased the base salary of Neal S. Nackman, the Company’s Chief Financial Officer and Treasurer, to $600,000 per year, effective July 1, 2021.
(2)See “Item 1.01 Entry into a Material Definitive Agreement” above with respect to amended Cliff-Vesting RSU awards and PSU awards to our Named Executive Officers, Morris Goldfarb, Sammy Aaron, Wayne S. Miller, Neal S. Nackman and Jeffrey Goldfarb.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
None.
(b)Pro Forma Financial Information.
None.
(c)Shell Company Transactions