XERIUM TECHNOLOGIES, INC. (NYSE:XRM) 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.
Directors of Xerium Technologies, Inc. (the Company) approved the
2017 – 2019 Long-Term Incentive Plan (the 2017 LTIP). Awards
under the 2017 LTIP are time-based and performance-based. The
awards are denominated as phantom stock units and will be paid,
if at all, in the form of cash as described below. A specific
targeted dollar award amount has been set for each participant in
the 2017 LTIP and has been converted into a number of phantom
stock units based on a 30-day trailing average closing price of
the Company’s common stock as of a recent date. As a cash award,
the 2017 LTIP is not issued under the Company’s 2010 Equity
Incentive Plan.
for each participant,were granted to participants in the form of
time-based phantom stock units. The time-based phantom stock
units vest on the third anniversary of the date of grant. The
time-based phantom stock units that vest will convert into and be
paid as cash in an amount equal to the number of units that vest
multiplied by the Company’s 30-day average closing stock price
at the time of payment.
target award for each participant, were granted to participants
in the form of performance-based phantom stock units. Of these
performance-based units, half will vest based on the degree to
which the Company achieves a targeted three-year cumulative
adjusted EBITDA metric, adjusted for currency fluctuations, over
the performance period of January 1, 2017 through December 31,
2019 (the adjusted EBITDA units). The other half of the
performance-based phantom stock units will vest based on the
degree to which the Company achieves a specified average return
on its net assets for the fiscal years ending December 31, 2017,
2018 and 2019 (the RONA units). See below for definitions of
adjusted EBITDA and return on net assets, or RONA.
cash in an amount equal to the number of units that vest
multiplied by the Company’s 30-day average closing stock price
at the time of payment. The number of adjusted EBITDA units that
vest will range from 50% to 200% of the participant’s total
adjusted EBITDA units. Upon attainment of cumulative adjusted
EBITDA over the performance period equal to a threshold amount,
50% of the adjusted EBITDA units will vest. Upon attainment of
adjusted EBITDA in excess of the threshold, the adjusted EBITDA
units will begin vesting on a straight-line basis from 50% of the
adjusted EBITDA units at the threshold amount to 50% of the units
at the targeted adjusted EBITDA amount, up to a capped payout of
200% of the adjusted EBITDA units upon achievement of a maximum
adjusted EBITDA target.
amount equal to the number of units that vest multiplied by the
Company’s 30-day average closing stock price at the time of
payment. The number of RONA units that vest will range from 50%
to 50% of the participant’s total RONA units. Upon attainment of
an average RONA over the performance period equal to a threshold
percentage, 50% of the RONA units will vest. Upon attainment of
an average RONA in excess of the threshold, the RONA units will
begin vesting on a straight-line basis from 50% of the RONA units
at the threshold amount to 50% of the units at the targeted RONA
percentage, up to a capped payout of 200% of the RONA units upon
achievement of a maximum RONA target.
circumstances consistent with the terms of the Companys 2017 LTIP
and award agreements issued thereunder, payment of the cash
awards underlying the time-based and performance-based units that
become vested are subject to the participants continued service
to the Company through May 30, 2020, the third anniversary of the
grant date.
the aggregate of the Company’s adjusted EBITDA for the fiscal
years ended December 31, 2017, 2018 and 2019. Adjusted EBITDA has
the meaning provided in the Company’s Form 10-K for the year
ended December 31, 2016 filed with the Securities and Exchange
Commission on March 1, 2017. For purposes of the 2017 LTIP, RONA
means the Company’s adjusted EBITDA divided by the average net
assets (average of last five quarter ends), excluding cash,
goodwill, intangible assets, notes payable, current and long term
debt, current and long term capital leases, net current and long
term pension obligations and all income tax related balance sheet
accounts.
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Exhibit No.
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Description
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10.1
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2017 – 2019 Long-Term Incentive Plan and Form of Award
Agreement |
About XERIUM TECHNOLOGIES, INC. (NYSE:XRM)
Xerium Technologies, Inc. (Xerium) is a manufacturer and supplier of over two types of consumable products used in the production of paper: machine clothing and roll covers. The Company markets its products through brands, such as Huyck Wangner, Weavexx, Stowe Woodward, Mount Hope, Robec and Xibe. The Company operates in two segments: machine clothing and roll covers. Its machine clothing segment products include various types of industrial textiles used on paper-making machines and manufactures spreader rolls. Through its roll covers segment, it manufactures various types of roll covers, refurbishes previously installed roll covers, provides mechanical services for the internal mechanisms of rolls used on paper-making machines, and manufactures spreader rolls. In addition, its products are also installed in other industrial applications, such as non-woven and fiber cement machines. XERIUM TECHNOLOGIES, INC. (NYSE:XRM) Recent Trading Information
XERIUM TECHNOLOGIES, INC. (NYSE:XRM) closed its last trading session 00.00 at 7.01 with 77,392 shares trading hands.
