Lydall Reports Inducement Grants under NYSE Listing Company Manual Rule 303A.08
October 29 2019 - 4:20PM
Lydall, Inc. (NYSE:LDL) today announced that it has approved the
grant of awards of time-based restricted shares, performance-based
restricted shares and non-qualified stock options to be made to
both Sara A. Greenstein, the Company’s in-coming President and
Chief Executive Officer; and Robert B. Junker, the Company’s
newly-appointed President of Lydall’s Technical Nonwoven business
segment. The awards were granted as inducements material to
each of Ms. Greenstein and Mr. Junker entering into employment with
Lydall in accordance with NYSE Listing Company Manual Rule 303A.08.
The Compensation Committee of Lydall’s Board of
Directors approved of a grant of time-based restricted shares to
Ms. Greenstein effective as of November 20, 2019 (subject to
her commencement of employment with Lydall on November 18,
2019). The number of shares of Lydall’s common stock subject
to the award will be determined by dividing $1,050,000 by the price
per share of Lydall’s common stock as of the close of business on
November 20, 2019, and the restricted shares will vest over three
years, with one-third of the shares vesting on each of the first
three anniversaries of November 18, 2019, subject to
Ms. Greenstein’s continued service as an employee of Lydall
through the applicable vesting dates. The Compensation
Committee of Lydall’s Board of Directors also approved of a grant
of performance-based restricted shares to Ms. Greenstein
effective as of November 20, 2019 (subject to her commencement of
employment with Lydall on November 18, 2019). The number of shares
of Lydall’s common stock subject to the award will be determined by
dividing $950,000 by the price per share of Lydall’s common stock
as of the close of business on November 20, 2019 (with maximum
performance resulting in Ms. Greenstein receiving 150% of such
number of shares), and the restricted shares will vest
subject to the achievement of the specified performance objective
over a three year measurement period beginning on January 1, 2020
and ending on December 31, 2022, subject to Ms. Greenstein’s
continued service as an employee of Lydall through the date
performance is certified by the Compensation Committee of Lydall’s
Board of Directors. The restricted shares (including
performance-based restricted shares (at the greater of target and
the amount reasonably projected to be earned under the terms of the
award based on the performance achievement through the date of a
“change of control”)) become free from all conditions or
restrictions if, on or prior to the 18-month anniversary of the
consummation of a “change of control,” Ms. Greenstein’s
employment is terminated for “good reason” by her or is terminated
without “cause” by Lydall (as such terms are defined in her
employment agreement).
In addition, the Compensation Committee of
Lydall’s Board of Directors approved of a grant of a nonqualified
stock option to Ms. Greenstein effective as of November 20,
2019, subject to her commencement of employment with Lydall on
November 18, 2019. The option will have a grant value of
$750,000 (with the number of shares of Lydall’s common stock
subject to the award to be determined using the Black-Scholes model
for option pricing on the date of grant) and will have an exercise
price per share that is equal to the closing price of Lydall’s
common stock on the New York Stock Exchange on the date of this
grant. The stock option vests over three years, with
one-third of the total number of shares underlying the stock option
vesting on each of the first three anniversaries of November
18, 2019, subject to Ms. Greenstein’s continued service as an
employee of Lydall through the applicable vesting dates. The
stock option will be immediately exercisable in full (and may be
exercised at any time prior to the expiration date of the option
without regard to any earlier termination of the option that would
otherwise occur by reason of Ms. Greenstein’s termination of
employment) if, on or prior to the 18-month anniversary of the
consummation of a “change of control,” Ms. Greenstein’s
employment is terminated for “good reason” by Ms. Greenstein
or is terminated without “cause” by Lydall (as such terms are
defined in her employment agreement).
The Compensation Committee of Lydall’s Board of
Directors also approved of a grant of performance-based restricted
shares to Mr. Junker effective as of November 1, 2019.
The number of shares of Lydall’s common stock subject to the award
will be determined by dividing $167,500 by the price per share of
Lydall’s common stock as of the close of business on November 1,
2019 (with maximum performance resulting in Mr. Junker receiving
150% of such number of shares), and the restricted shares will vest
subject to the achievement of the specified performance objective
over a three year measurement period beginning on January 1, 2020
and ending on December 31, 2022, subject to Mr. Junker’s
continued service as an employee of Lydall through the date
performance is certified by the Compensation Committee of Lydall’s
Board of Directors. These performance-based restricted shares
(at the target amount) become free from all conditions or
restrictions if, on or prior to the 18-month anniversary of the
consummation of a “change of control,” Mr. Junker’s employment
is terminated without “cause” by Lydall (as such terms are defined
in his employment agreement).
In addition, the Compensation Committee of
Lydall’s Board of Directors approved of a grant of a nonqualified
stock option to Mr. Junker effective as of November 1,
2019. The option will have a grant value of $167,500 (with
the number of shares of Lydall’s common stock subject to the award
to be determined using the Black-Scholes model for option pricing
on the date of grant) and will have an exercise price per share
that is equal to the closing price of Lydall’s common stock on the
New York Stock Exchange on the date of this grant. The stock
option vests over four years, with one-fourth of the total number
of shares underlying the stock option vesting on each of the first
four anniversaries of the grant date, subject to Mr. Junker’s
continued service as an employee of Lydall through the applicable
vesting dates. The stock option will be immediately
exercisable in full (and may be exercised at any time prior to the
expiration date of the option without regard to any earlier
termination of the option that would otherwise occur by reason of
Mr. Junker’s termination of employment) if, on or prior to the
18-month anniversary of the consummation of a “change of control,”
Mr. Junker’s employment is terminated without “cause” by
Lydall (as such terms are defined in his employment agreement).
Lydall, Inc. is a New York Stock Exchange listed
company, headquartered in Manchester, Connecticut with global
manufacturing operations producing specialty engineered products
for the thermal/acoustical and filtration/separation markets.
For more information, visit http://www.lydall.com. Lydall® is
a registered trademark of Lydall, Inc. in the U.S. and other
countries.
For further information:
Brendan Moynihan
Vice President, Financial Planning
and Investor Relations
Telephone 860-646-1233
Facsimile 860-646-4917
info@lydall.com
www.lydall.com
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