TRIUMPH GROUP, INC. (NYSE:TGI) Files An 8-K Other Events
Item 8.01 Other Events
Committee (the Committee) of the Board of Directors (the Board)
of Triumph Group, Inc. (the Company) amended the Companys 2013
Equity and Cash Incentive Plan (the 2013 Plan) to establish that,
in the event of a change in control where outstanding awards are
assumed by the surviving entity or substituted in connection with
such change in control, the awards issued under the 2013 Plan
would not be accelerated single trigger with the change in
control, but would only be subject to acceleration if the
participants employment is terminated within two years after the
change in control. In particular, the Committee has amended the
2013 Plan to provide that, in the event of a change in control:
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if outstanding awards issued under the 2013 Plan are not
assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by the Committee or the Board: (1) outstanding stock options, stock awards and restricted stock units, and other awards in the nature of rights that may be exercised shall become fully exercisable, (2) time-based vesting restrictions on outstanding awards shall lapse, and (3) the payout opportunities attainable under all outstanding performance-based awards shall be deemed to have been fully earned as of the date of the change in control based upon an assumed achievement of all relevant performance goals at actual performance goal achievement; provided that if such actual achievement cannot be determined, then at target level, and paid on a pro rata basis for the portion of the performance period elapsed; and |
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if outstanding awards issued under the 2013 Plan are
assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change in control, if within two years after the effective date of the change in control, a participants employment is terminated without cause or (subject to the provision of a good reason termination right to the participant) the participant resigns for good reason, then (1) all of that participants outstanding stock options, stock awards, restricted stock units and other awards in the nature of rights that may be exercised shall become fully exercisable, (2) all time-based vesting restrictions on the participants outstanding awards shall lapse, and (3) the payout opportunities attainable under all of such participants outstanding performance-based awards shall be earned based on actual performance through the end of the performance period, or if actual performance cannot be determined, at target level. |
qualified in its entirety by reference to the actual terms of the
2013 Plan, which is attached as Exhibit 99.1 and is incorporated
by reference herein.
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Exhibit No.
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Description
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99.1
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Triumph Group, Inc. 2013 Equity and Cash Incentive
Plan, as amended and restated as of June 7, 2017. |
About TRIUMPH GROUP, INC. (NYSE:TGI)
Triumph Group, Inc. designs, engineers, manufactures, repairs, overhauls and distributes a portfolio of aircraft components, accessories, subassemblies and systems. The Company offers a range of products and services to the aerospace industry through three segments: Triumph Aerostructures Group, whose companies are engaged in the design, manufacture, assembly and integration of metallic and composite aerostructures and structural components for the aerospace original equipment manufacturer (OEM) market; Triumph Aerospace Systems Group, whose companies design, engineer and manufacture a range of build-to-print components, assemblies and systems also for the OEM market, and Triumph Aftermarket Services Group, whose companies serve aircraft fleets, such as commercial airlines, the United States military and cargo carriers, through the maintenance, repair and overhaul (MRO) of aircraft components and accessories manufactured by third parties.