Atkore International Group Inc. (NYSE:ATKR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On November 30, 2016, the Compensation Committee (the
Committee) of the Board of Directors of Atkore
International Group Inc. (Atkore or the Company)
approved the grant of stock options (Options), restricted
stock units (RSUs) and performance share units
(PSUs), in each case under the Atkore International Group
Inc. 2016 Omnibus Incentive Plan (the Plan), to Atkores
named executive officers (the Awards).

Terms Applicable to Options

Each Option granted as an Award has an exercise price of $21.45
(which equals the fair market value of Atkore shares on the date
of grant), vests ratably over three years unless forfeited
earlier and has a term of ten years. All unvested Options are
forfeited at the time of termination of the executives
employment, except that unvested Options will remain outstanding
and continue to vest in the event of the executives retirement,
to written notice, more than six months after the grant date (as
long as the executive does not breach any applicable restrictive
covenants) and all unvested Options will vest immediately in the
event of the executives death or disability. If the executive
engages in competitive activity or is terminated for cause (as
the terms are defined in the Plan), the executives unvested and
vested Options will be canceled as of the effective date of the
termination. Following a termination of employment other than for
cause, vested Options are canceled unless the executive exercises
them within the earliest of: (i) 90 days in case of termination
by the Company without cause, (ii) one year if the termination
was due to death or disability, (iii) three years if the
termination was due to retirement, (iv) 30 days in case the
executive terminates his employment for any reason, or (v) the
time period prior to the Options normal expiration date.

Terms Applicable to RSUs

Each RSU represents a right to receive a share of Company common
stock when the RSU vests. RSUs granted as Awards vest ratably
over three years, unless forfeited earlier. All unvested RSUs are
forfeited at the time of termination of the executives
employment, except that unvested RSUs will remain outstanding and
continue to vest in the event of the executives retirement, to
written notice, more than six months after the grant date (as
long as the executive does not breach any applicable restrictive
covenants) and all unvested RSUs will vest immediately in the
event of the executives death or disability. If the Company pays
a dividend on common stock during the performance period,
dividend equivalents will accrue on the RSUs, and these dividend
equivalents will be earned and paid if the related RSUs are
earned and will be forfeited if the related RSUs are forfeited.
Vested RSUs settle into Company common stock no later than March
15^th of the calendar
year following the calendar year in which vesting occurs.

Terms Applicable to PSUs

Each Award of PSUs represents a right to receive between 0% and
200% of a target number of shares of Company common stock when
the PSU vests. PSUs vest based on achievement of the following
performance criteria, measured during a period of three fiscal
years commencing on October 1, 2016: (i) 30% of each PSU Award
vests based on total shareholder return with respect to Company
stock relative to the total shareholder return with respect to
common stock of a group of companies specified in the applicable
PSU award agreement, and (ii) 70% of each PSU Award vests based
on the increase in adjusted net income during the performance
period. All unvested PSUs are forfeited at the time of
termination of the executives employment, except that in the
event of the executives retirement, to written notice, at normal
retirement age more than six months after the date of grant (and
continued compliance with applicable restrictive covenants),
death or disability, the PSUs will vest at a pro-rated level
based on target or actual performance, depending on when during
the performance period the retirement, death or disability, as
applicable, occurs. If the Company pays a dividend on common
stock during the performance period, dividend equivalents will
accrue on the PSUs, and these dividend equivalents will be earned
and paid if the related PSUs are earned and will be forfeited if
the related PSUs are forfeited. Vested PSUs settle into Company
common stock within 30 days of determination that the performance
goals have been achieved, and in no event later than March 15,
2020.

Effects of a Change in Control

If a change in control of the Company occurs, no accelerated
vesting or cancellation of Awards would occur if the Awards are
assumed and/or replaced in the change in control with substitute
awards having the same or better terms and conditions (except
that any substitute awards must fully vest on an executives
involuntary termination of employment without cause or
constructive termination of employment, in each case occurring
within two years following the date of the change in control). To
the extent that any Awards are not assumed and/or replaced in
this manner, then those Awards would fully vest and be cancelled
for the same per share payment made to the shareholders in the
change in control (less, in the case of options, the applicable
exercise price). Additionally, if PSUs are assumed and/or
replaced in a change in control as described above, the PSUs
would be converted into time-vesting service awards upon the
change in control at pro-rated levels based on target or actual
performance, depending on when during the performance period the
change in control occurs.

The number of Options, RSUs and PSUs granted as Awards to each
named executive officer is set forth in the following table.

The Options, RSUs and PSUs will be evidenced by forms of Employee
Stock Option Agreement, Employee Restricted Stock Unit Agreement
and Employee Performance Share Agreement, respectively. The
description above does not purport to be complete and is subject
to, and qualified in its entirety by the terms and conditions of
such agreements, which the Company will file as exhibits to its
Form10-Q for the fiscal quarter ended December 30, 2016.

About Atkore International Group Inc. (NYSE:ATKR)

Atkore International Group Inc. is a manufacturer of electrical raceway products. The Company’s products are primarily offered for non-residential construction and renovation markets, and mechanical products and solutions (MP&S) for the construction and industrial markets. The Company operates in two segments: Electrical Raceway and MP&S. Through the electrical raceway segment, it manufactures products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. The Company’s electrical raceway segment products include electrical conduit, armored cable, cable trays, mounting systems and fittings. Through the MP&S segment, it provides products and services that frame, support and secure component parts in a range of structures, equipment and systems in electrical, industrial and construction applications. The Company’s MP&S segment products include metal framing products and in-line galvanized mechanical tube.

Atkore International Group Inc. (NYSE:ATKR) Recent Trading Information

Atkore International Group Inc. (NYSE:ATKR) closed its last trading session down -0.68 at 19.82 with 252,651 shares trading hands.