L3 TECHNOLOGIES, INC. (NYSE:LLL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed by L3 Technologies, Inc. (the “Company”) on August 2, 2018 (the “Effective Date”), the Company realigned its business segments to combine its former Aerospace Systems segment with its former Sensor Systems segment to form the new Intelligence, Surveillance & Reconnaissance (ISR) Systems segment (the “Segment Realignment”). In connection with the Segment Realignment and as previously disclosed by the Company, Mark R. Von Schwarz, former Senior Vice President and President of the Company’s Aerospace Systems segment, resigned as segment president on the Effective Date. On October 12, 2018, the Compensation Committee of the Board of Directors of the Company approved a Retirement Agreement and General Release (the “Agreement”) between Mr. Von Schwarz and the Company, which provides for the following:
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Mr. Von Schwarz will remain employed by the Company in a non-executive capacity until April 2, 2019 (the “Retirement Date”). Mr. Von Schwarz will earn a base salary of $265,000 per year from the Effective Date through December 31, 2018, and a base salary of $106,000 per year from January 1, 2019 through the Retirement Date. Mr. Von Schwarz will not be eligible to participate in the Company’s Management Incentive Bonus for 2018 or 2019 and will not receive any grants of long-term incentive awards during 2019. In addition, Mr. Von Schwarz will cease participating in the Company’s health, disability and life insurance benefit plans as of the Retirement Date, subject to any post-termination benefit rights that may exist under such plans and in accordance with their terms. |
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As of the Retirement Date (or on such earlier date as may be required to the terms of the applicable employee benefit plan), Mr. Von Schwarz will no longer participate in Company benefit plans (including, without limitation, the Company’s regular and supplemental pension plans, regular and supplemental savings plans, Management Incentive Bonus and short and long-term cash incentive plans), subject to any post-termination benefit rights that Mr. Von Schwarz may have under such plans and in accordance with their terms. |
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Mr. Von Schwarz’s outstanding long-term incentive awards will continue to vest in accordance with their terms for their duration of his continued employment through the Retirement Date. For the purposes of any long-term incentive awards outstanding as of the Retirement Date, Mr. Von Schwarz’s retirement in accordance with the terms of the Agreement will be treated as: (i) a “Retirement” within the meaning of his restricted stock unit agreements, (ii) a “Qualified Retirement” within the meaning of his nonqualified stock option agreements and (iii) a “Retirement” that constitutes a “Qualified Separation” within the meaning of his performance unit agreements and cash award agreements. Any of Mr. Von Schwarz’s long-term incentive awards which do not otherwise vest prior to the Retirement Date will be forfeited in accordance with their terms. |
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Mr. Von Schwarz will execute a general release of the Company and will be subject to customary confidentiality and restrictive covenant provisions, including non-disparagement, non-competition and non-solicitation. |
Additional information regarding the Company’s executive compensation programs can be found in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders.
The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Title |
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Retirement Agreement and General Release between L3 Technologies, Inc. and Mark R. Von Schwarz. |
L3 TECHNOLOGIES, INC. ExhibitEX-10.1 2 ex10_1.htm EXHIBIT 10.1 EXHIBIT 10.1 RETIREMENT AGREEMENT AND GENERAL RELEASE THIS RETIREMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into as of August 2,…To view the full exhibit click here
About L3 TECHNOLOGIES, INC. (NYSE:LLL)
L3 Technologies, Inc., formerly L-3 Communications Holdings, Inc., is engaged as a contractor in Intelligence, Surveillance and Reconnaissance (ISR) systems, aircraft sustainment (including modifications, logistics and maintenance), simulation and training, night vision and image intensification equipment, and security and detection systems. The Company operates in three segments: Electronic Systems, Aerospace Systems and Communication Systems. The Company is a provider of communication and electronic systems and products used on military and commercial platforms. Its divisions include Advanced Programs, Aeromet, Army Fleet Support, Brashear, Cincinnati Electronics, Coleman Aerospace, Electron Devices, Henschel, Maritime Systems, Mustang Technology, Narda Satellite Networks and Targa Systems.
