CALPINE CORPORATION (NYSE:CPN) 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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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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EXHIBIT INDEX
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
Amended and Restated Employment Agreement with John B. (Thad)
Hill
Hill
On May 16, 2017 (the Effective Date), Calpine Corporation (the
Company) entered into an amended and restated employment
agreement with John B. (Thad) Hill III, the Companys President
and Chief Executive Officer (the Agreement), which replaced the
original employment agreement entered into between the Company
and Mr. Hill, effective as of the Companys 2014 annual meeting
of shareholders (the Prior Agreement). The Agreement has a
three-year term. Under the Agreement, Mr. Hill is entitled to
an annual base salary of at least $1,200,000 and an annual
target cash performance bonus equal to 110% of annual base
salary, with a maximum annual performance bonus opportunity of
two times Mr. Hills target bonus. The Agreement provides that
Mr. Hill is entitled to receive a special supplemental grant of
long-term incentive awards under the Companys 2017 Equity
Incentive Plan with a target value equal to 25% of his base
salary, composed of the following types of awards: 40%
restricted stock, 30% stock options and 30% performance share
units. As of the Effective Date, Mr. Hill received a grant of
9,677 shares of restricted stock, 15,571 stock options and
6,706 performance share units. The terms of the equity awards
are intended to be consistent with the terms of the equity
awards granted to employees in February 2017. The restricted
stock awards vest ratably over a three-year service period on
each of the first, second and third anniversaries of the grant
date subject to forfeiture upon termination and acceleration
upon certain events including death, disability, and a Change
in Control (as defined in the 2017 Equity Incentive Plan). The
stock options (which have an exercise price equal to the
grant-date price) have a three year cliff vesting requirement
subject to acceleration upon certain events including death,
disability, and a Change in Control. The performance share
units will vest and be paid in cash based on the Companys
absolute shareholder returns over the period from May 16, 2017
through May 15, 2020, subject to the Compensation Committees
certification of performance results following the completion
of the performance cycle, subject to acceleration upon certain
events including death, disability, and a Change in Control.
Company) entered into an amended and restated employment
agreement with John B. (Thad) Hill III, the Companys President
and Chief Executive Officer (the Agreement), which replaced the
original employment agreement entered into between the Company
and Mr. Hill, effective as of the Companys 2014 annual meeting
of shareholders (the Prior Agreement). The Agreement has a
three-year term. Under the Agreement, Mr. Hill is entitled to
an annual base salary of at least $1,200,000 and an annual
target cash performance bonus equal to 110% of annual base
salary, with a maximum annual performance bonus opportunity of
two times Mr. Hills target bonus. The Agreement provides that
Mr. Hill is entitled to receive a special supplemental grant of
long-term incentive awards under the Companys 2017 Equity
Incentive Plan with a target value equal to 25% of his base
salary, composed of the following types of awards: 40%
restricted stock, 30% stock options and 30% performance share
units. As of the Effective Date, Mr. Hill received a grant of
9,677 shares of restricted stock, 15,571 stock options and
6,706 performance share units. The terms of the equity awards
are intended to be consistent with the terms of the equity
awards granted to employees in February 2017. The restricted
stock awards vest ratably over a three-year service period on
each of the first, second and third anniversaries of the grant
date subject to forfeiture upon termination and acceleration
upon certain events including death, disability, and a Change
in Control (as defined in the 2017 Equity Incentive Plan). The
stock options (which have an exercise price equal to the
grant-date price) have a three year cliff vesting requirement
subject to acceleration upon certain events including death,
disability, and a Change in Control. The performance share
units will vest and be paid in cash based on the Companys
absolute shareholder returns over the period from May 16, 2017
through May 15, 2020, subject to the Compensation Committees
certification of performance results following the completion
of the performance cycle, subject to acceleration upon certain
events including death, disability, and a Change in Control.
The Agreement gives Mr. Hill the right to payments and benefits
upon certain terminations of Mr. Hills employment, upon his
death or disability, and upon a change in control.
Specifically, upon a termination of Mr. Hills employment by the
Company without cause or by Mr. Hill for good reason, the
Agreement provides that Mr. Hill will be entitled to receive:
(i) all accrued obligations; (ii) a lump-sum cash payment equal
to 2.0 times the sum of (A) Mr. Hills highest base salary in
the three years preceding the termination, plus (B) Mr. Hills
highest target bonus for the year of termination; (iii) a
pro-rata annual bonus calculated based on actual Company
performance and the number of days in the year of termination
that Mr. Hill was employed by the Company; (iv) reimbursement
of outplacement benefits for 24 months; (v) pro-rata vesting of
all equity awards, calculated based on the portion of the
vesting period that Mr. Hill was employed with the Company, and
for performance-based awards, based on actual Company
performance for the full performance period; and (vi) a monthly
payment for a period of 24 months equal to the monthly premium
paid by other former employees for continuation coverage under
the Companys health plans (the Additional Payment). In the
event Mr. Hill experiences the same termination of employment
in connection with a change in control, the Agreement provides
that he will be entitled to receive the same payments described
immediately above with the following exceptions: (x) the
multiple for his lump-sum cash payment will be 2.99 rather than
2.0 and the portion of such payment calculated based on his
annual bonus will be calculated based on the higher of his
target bonus for the year of termination or the year of the
change in control, and (y) Mr. Hill will be entitled to the
Additional Payment for a period of 36 months rather than 24
months.
upon certain terminations of Mr. Hills employment, upon his
death or disability, and upon a change in control.
Specifically, upon a termination of Mr. Hills employment by the
Company without cause or by Mr. Hill for good reason, the
Agreement provides that Mr. Hill will be entitled to receive:
(i) all accrued obligations; (ii) a lump-sum cash payment equal
to 2.0 times the sum of (A) Mr. Hills highest base salary in
the three years preceding the termination, plus (B) Mr. Hills
highest target bonus for the year of termination; (iii) a
pro-rata annual bonus calculated based on actual Company
performance and the number of days in the year of termination
that Mr. Hill was employed by the Company; (iv) reimbursement
of outplacement benefits for 24 months; (v) pro-rata vesting of
all equity awards, calculated based on the portion of the
vesting period that Mr. Hill was employed with the Company, and
for performance-based awards, based on actual Company
performance for the full performance period; and (vi) a monthly
payment for a period of 24 months equal to the monthly premium
paid by other former employees for continuation coverage under
the Companys health plans (the Additional Payment). In the
event Mr. Hill experiences the same termination of employment
in connection with a change in control, the Agreement provides
that he will be entitled to receive the same payments described
immediately above with the following exceptions: (x) the
multiple for his lump-sum cash payment will be 2.99 rather than
2.0 and the portion of such payment calculated based on his
annual bonus will be calculated based on the higher of his
target bonus for the year of termination or the year of the
change in control, and (y) Mr. Hill will be entitled to the
Additional Payment for a period of 36 months rather than 24
months.
In the event Mr. Hill experiences a disability or death during
the term of the Agreement, the Company will pay him or his
estate: (i) all accrued obligations; (ii) a full annual bonus
calculated based on actual Company performance; (iii) full
vesting of all equity awards, including vesting of
performance-based awards assuming a target level of
performance; and (iv) payment of the Additional Payment for a
period of 18 months.
the term of the Agreement, the Company will pay him or his
estate: (i) all accrued obligations; (ii) a full annual bonus
calculated based on actual Company performance; (iii) full
vesting of all equity awards, including vesting of
performance-based awards assuming a target level of
performance; and (iv) payment of the Additional Payment for a
period of 18 months.
If either the Company or Mr. Hill provides the other party with
notice of non-renewal of the Agreement at least six months
prior to the end of the Agreements term and Mr. Hills
employment terminates on the last day of the Agreements term,
then upon such termination: (A) all stock options, stock
appreciation rights, and performance share units outstanding as
of the last day of the term of the Agreement will continue to
vest to their terms as if Mr. Hill were still employed through
each remaining vesting date or the end of the performance
period, as applicable, and (B) all restricted stock, restricted
stock units, and other awards outstanding on the last day of
the term of the Agreement and not addressed in the preceding
clause (B) will vest and be settled upon such termination of
employment.
notice of non-renewal of the Agreement at least six months
prior to the end of the Agreements term and Mr. Hills
employment terminates on the last day of the Agreements term,
then upon such termination: (A) all stock options, stock
appreciation rights, and performance share units outstanding as
of the last day of the term of the Agreement will continue to
vest to their terms as if Mr. Hill were still employed through
each remaining vesting date or the end of the performance
period, as applicable, and (B) all restricted stock, restricted
stock units, and other awards outstanding on the last day of
the term of the Agreement and not addressed in the preceding
clause (B) will vest and be settled upon such termination of
employment.
In the event of a change in control, all equity or equity-based
awards outstanding and held by Mr. Hill as of such date will
vest. All performance share units outstanding will be settled
based on the greater of (x) the actual achievement of the
applicable performance conditions through the date of the
change in control or (y) 50% of target.
awards outstanding and held by Mr. Hill as of such date will
vest. All performance share units outstanding will be settled
based on the greater of (x) the actual achievement of the
applicable performance conditions through the date of the
change in control or (y) 50% of target.
Mr. Hill is generally required to sign a release of claims in
order to receive the termination benefits described above but
he will not be required to execute a release of claims as a
condition of receiving any benefits upon his termination of
employment in
order to receive the termination benefits described above but
he will not be required to execute a release of claims as a
condition of receiving any benefits upon his termination of
employment in
connection with a change in control. Further, if any benefit
payable to Mr. Hill is subject to the excise tax imposed by
Section 4999 of the Code, then such payments shall be reduced
until the payments are no longer subject to such tax;
provided, however, that if the net amount of such payments
after all such excise taxes are paid would be greater than
the reduced amount, the Company will pay the full amount due
to Mr. Hill without any reductions.
payable to Mr. Hill is subject to the excise tax imposed by
Section 4999 of the Code, then such payments shall be reduced
until the payments are no longer subject to such tax;
provided, however, that if the net amount of such payments
after all such excise taxes are paid would be greater than
the reduced amount, the Company will pay the full amount due
to Mr. Hill without any reductions.
Consistent with the Prior Agreement, the Agreement requires
Mr. Hill to own shares of common stock of the Company equal
to at least five times his base salary by the fifth
anniversary of the effective date of the Prior Agreement.
However, to the Companys stock ownership policy, Mr. Hill is
required to hold shares equal to at least six times his base
salary by January 1, 2020.
Mr. Hill to own shares of common stock of the Company equal
to at least five times his base salary by the fifth
anniversary of the effective date of the Prior Agreement.
However, to the Companys stock ownership policy, Mr. Hill is
required to hold shares equal to at least six times his base
salary by January 1, 2020.
The Agreement contains an affirmation that the terms of the
restrictive covenant agreement dated September 1, 2008 are
incorporated in the Agreement by reference. In addition, Mr.
Hill will be required to repay any after-tax portion of this
annual cash bonus received for any year in which he commits a
willful and intentional act that directly results in a
material restatement of the Companys earnings. Amounts paid
to the Agreement will also be subject to clawback by the
Company to the extent necessary to comply with applicable law
and/or any policy adopted by the Board of Directors of the
Company.
restrictive covenant agreement dated September 1, 2008 are
incorporated in the Agreement by reference. In addition, Mr.
Hill will be required to repay any after-tax portion of this
annual cash bonus received for any year in which he commits a
willful and intentional act that directly results in a
material restatement of the Companys earnings. Amounts paid
to the Agreement will also be subject to clawback by the
Company to the extent necessary to comply with applicable law
and/or any policy adopted by the Board of Directors of the
Company.
There are no arrangements or understandings between Mr. Hill
and any other person to which he was selected as an officer.
Mr. Hill does not have any familial relationship with any
director or other executive officer of the Company or any
person nominated or chosen by the Company to become a
director or executive officer, and there are no transactions
in which Mr. Hill has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
and any other person to which he was selected as an officer.
Mr. Hill does not have any familial relationship with any
director or other executive officer of the Company or any
person nominated or chosen by the Company to become a
director or executive officer, and there are no transactions
in which Mr. Hill has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
The foregoing summary is not complete and is qualified in its
entirety by reference to the complete copy of the agreement
which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
entirety by reference to the complete copy of the agreement
which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Amended and Restated Executive Employment Agreement
between the Company and John B. (Thad) Hill, dated May 16, 2017. |
__________
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Management contract or compensatory plan or
arrangement. |
About CALPINE CORPORATION (NYSE:CPN)
Calpine Corporation is a power generation company. The Company is engaged in the ownership and operation of primarily natural gas-fired and geothermal power plants in North America. The Company’s segments include West (including geothermal), Texas and East (including Canada). In the Northeast and Mid-Atlantic regions, the Company has generating units capable of burning either natural gas or fuel oil. The Company operates its business through various divisions and subsidiaries. The Company’s portfolio consists of various types of power generation technologies, including natural gas-fired combustion turbines, which include combined-cycle plants and renewable geothermal conventional steam turbines. Its Geysers Assets located in northern California represent the geothermal power generation portfolio in the United States, as well as the producing power generation asset of all renewable energy in the state of California. CALPINE CORPORATION (NYSE:CPN) Recent Trading Information
CALPINE CORPORATION (NYSE:CPN) closed its last trading session up +0.14 at 13.21 with 7,788,785 shares trading hands.