AEROVIRONMENT,INC. (NASDAQ:AVAV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AEROVIRONMENT,INC. (NASDAQ:AVAV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On December19, 2018, the Compensation Committee of the Board of Directors of AeroVironment,Inc. (the “Company”) adopted the AeroVironment,Inc. Executive Severance Plan (the “Plan”), which provides for severance payments and other benefits to eligible employees, including each of the Company’s named executive officers (currently, Wahid Nawabi, Teresa Covington, Kirk Flittie, Ken Karklin, and Melissa Brown), due to the expiration on December31, 2018 of all existing severance agreements between the Company and its officers, in accordance with their terms. The Plan provides for the payment of certain benefits to each such officer in connection with a change in control and/or the termination of the officer’s employment by reason of death or “disability,” by the Company without “cause,” or by the officer for “good reason,” in certain cases in connection with a “change in control” (in each case as defined in the Plan), as summarized below.Except as noted below, the terms of the severance payments and other benefits provided to each of the Company’s officers under the Plan are identical, and the Plan does not provide for a gross-up of severance benefits in the event that excise taxes under Section280G of the Internal Revenue Code of 1986, as amended, apply.

Upon termination of the officer’s employment by the Company without cause, and in the event there is no change in control of the Company within 3 months after or 18 months before termination of the officer’s employment, the officer is entitled to receive: (i)1.0x the sum of his or her base salary and annual target bonus for the fiscal year in which termination occurs or for the previous fiscal year if the annual target bonus for the fiscal year has not yet been set (1.5x for the Company’s Chief Executive Officer), (ii)a prorated target bonus for the fiscal year in which termination occurs, and (iii)the continuation of certain employee welfare plan benefits, including for his or her dependents and beneficiaries, for a period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer.

Upon termination of the officer’s employment by the Company without cause or by the officer for good reason within 3 months before a change in control, the officer is entitled to receive: (i)1.5x the sum of his or her base salary and annual target bonus for the fiscal year in which termination occurs or for the previous fiscal year if the annual target bonus for the fiscal year has not yet been set (2.5x for the Company’s Chief Executive Officer), (ii)a prorated target bonus for the fiscal year in which termination occurs, (iii)acceleration of vesting and exercisability of restricted stock awards and options, (iv)the continuation of certain employee welfare plan benefits, including for his or her dependents and beneficiaries, for a period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer, and (v)outplacement services for a period of 12 months following the termination date or until the first acceptance by the officer of an offer of employment, whichever comes first.

Upon termination of the officer’s employment by the Company without cause or by the officer for good reason within 18 months after a change in control, the officer is entitled to receive: (i)1.5x the sum of his or her base salary and annual target bonus for the fiscal year in which termination occurs or for the previous fiscal year if the annual target bonus for the fiscal year has not yet been set (2.5x for the Company’s Chief Executive Officer), (ii)a prorated target bonus for the fiscal year in which termination occurs, (iii)acceleration of vesting and exercisability of restricted stock awards and options, (iv)vesting of any performance-based restricted stock units still eligible to vest, (v)the continuation of certain employee welfare plan benefits, including for his or her dependents and beneficiaries, for a period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer, and (vi)outplacement services for a period of 12 months following the termination date or until the first acceptance by the officer of an offer of employment, whichever comes first.

The Plan also provides for the officer receiving the following severance benefits if the officer’s employment is terminated by reason of the officer’s death or disability:(i)1.0x the sum of his or her base salary and annual target bonus for the fiscal year in which termination occurs or for the previous fiscal year if the annual target bonus for the fiscal year has not yet been set (1.5x for the Company’s Chief Executive Officer), (ii)a prorated target bonus for the fiscal year in which termination occurs, and (iii)the continuation of certain employee welfare plan benefits, including for his or her dependents and beneficiaries, for a period of 12 months following the termination date or until the officer becomes eligible for equivalent benefits from a subsequent employer.

To receive the severance benefits described above, the officer must execute a full release of any and all claims against the Company and comply with certain other obligations specified in the Plan.

The preceding summary is qualified in its entirety by reference to the full text of the Plan, which will be filed by the Company with its Quarterly Report on Form10-Q for the fiscal quarter ending January26, 2019.

About AEROVIRONMENT,INC. (NASDAQ:AVAV)

AeroVironment, Inc. designs, develops, produces, supports and operates a portfolio of products and services for government agencies, businesses and consumers. The Company operates through two segments: Unmanned Aircraft Systems (UAS), which focuses primarily on the design, development, production, support and operation of UAS and tactical missile systems that provide situational awareness, multi-band communications, force protection and other mission effects, and Efficient Energy Systems (EES), which focuses primarily on the design, development, production, marketing, support and operation of electric energy systems. The Company supplies UAS, tactical missile systems and related services primarily to organizations within the United States Department of Defense (DoD). The Company also supplies charging systems and services for electric vehicles (EVs), and power cycling and test systems to commercial, consumer and government customers.

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