SYNCHRONOSS TECHNOLOGIES,INC. (NASDAQ:SNCR) 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.
On July26, 2017 (the “Effective Date”), the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved an executive retention bonus plan (the “Retention Bonus Plan”) to provide equity and cash incentives (the “Retention Awards”) for our named executive officers, other than our Chief Executive Officer, and other senior officers. The Retention Bonus Plan provides an opportunity to earn Retention Awards consisting of cash and the grant of restricted shares of the Company’s common stock for participants who continue employment with the Company through the earlier of the following: (i)an Involuntary Termination (as defined in the Retention Bonus Plan), (ii)the 12 month anniversary of a Change of Control (as defined in the Retention Bonus Plan) or (iii)the 24 month anniversary of the Effective Date. If the equity portion of the Retention Awards are not assumed, continued, converted or replaced by the surviving or successor entity in connection with the Change in Control, then the equity will immediately vest upon the closing of such Change in Control transaction. The Committee will administer the Retention Bonus Plan.
If at any time prior to the 24 month anniversary of the Effective Date, the volume-weighted average of the Company’s Common Stock closing price for 20 consecutive trading days (i)exceeds $30, the Retention Awards, once vested, will pay out above the original target amounts by 125% and (ii)exceeds $35, then the Retention Awards, once vested, will pay out above the original target amounts by 150% for such participants.
The following named executive officers are eligible to receive Retention Awards in the following amounts, though other executives are also eligible to participate:
|
$30StockPrice(125%) |
$35StockPrice(150%) |
||||||||
|
Participant |
TargetCash |
TargetShares |
Cash |
Shares |
Cash |
Shares |
|||
|
Bob Garcia |
$ |
475,000 |
39,500 |
$ |
593,750 |
49,375 |
$ |
712,500 |
59,250 |
|
Ronald Prague |
$ |
330,000 |
27,500 |
$ |
412,500 |
34,375 |
$ |
495,000 |
41,250 |
|
Chris Putnam |
$ |
340,000 |
28,350 |
$ |
425,000 |
35,438 |
$ |
510,000 |
42,525 |
|
Larry Irving |
$ |
425,000 |
32,700 |
$ |
531,250 |
40,875 |
$ |
637,500 |
49,050 |
The foregoing summary of the Retention Bonus Plan is qualified in its entirety by reference to the Retention Bonus Plan, a copy of which is attached hereto as Exhibit10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
ExhibitNo. |
Description |
|
10.1 |
Retention Bonus Plan. |
