Restricted Stock Unit Award Agreement for Thomas J. O'Brien – Performance Targets and Vesting Schedule

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

This agreement outlines the terms for a restricted stock unit (RSU) award granted to Thomas J. O'Brien by the company. The number of shares that vest depends on the company's pre-tax earnings per share (EPS) growth over a multi-year performance period, with specific targets and corresponding share allocations. Vesting also requires the company's debt to remain investment grade. If Mr. O'Brien leaves for a qualified reason, shares earned are determined at the end of that fiscal year. No shares vest if termination occurs in the first two years.

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EX-10.14 11 ex10-14.txt EXHIBIT 10.14 EXHIBIT 10.14 REVISED - APPENDIX A RESTRICTED STOCK UNIT AWARD THOMAS J. O'BRIEN PERFORMANCE TARGETS AND VESTING SCHEDULE I. DEFINITIONS "Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined below) as measured at the end of each fiscal year of the Performance Period. Growth shall be measured off of the Base Year Adjusted Pre-Tax EPS. "Base Year" shall mean the Corporation's fiscal year ended May 26, 2002. "Base Year Adjusted Pre-Tax EPS" shall mean $.58. "Fully Diluted Shares" shall mean total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Investment Grade" shall mean an investment rating of not less than BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys Investor Service or Fitch). If, at the time of measurement, the Corporation's debt is not rated, then it shall be considered Investment Grade. "Pre-Tax Earnings" shall mean the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period. "Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted Shares. II. PERFORMANCE TARGETS
- ---------------------------------------------------------------------------------------------------------------------- 157,500 Restricted Units 56,250 Threshold 123,750 Intermediate 157,500 Stretch - ---------------------------------------------------------------------------------------------------------------------- Growth 8% Compounded 11% Compounded 15% Compounded - ---------------------------------------------------------------------------------------------------------------------- Corporation's debt must be Investment Grade at the end of the Performance Period, and in any year in which vesting occurs. - ----------------------------------------------------------------------------------------------------------------------
III. VESTING SCHEDULE The restrictions will lapse with respect to the corresponding number of Restricted Units associated with the performance targets set forth in II above based on the following schedule. This schedule shall be adjusted for any change in the number or class of shares of Stock outstanding, by reason of a stock dividend, stock split, subdivision or combination of shares.
Year 3 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- EPS $0.73 - $0.77 8%-10.4% 56,250 15% 8,438 EPS $0.78 - $0.87 10.5%-14.9% 123,750 15% 18,563 EPS $0.88 + 15% 157,500 15% 23,625 Year 4 allocation EPS Growth Share Alloc x vesting Shares earned - ----------------- ---------- EPS $0.79 - $0.86 8%-10.4% 56,250 20% 11,250 EPS $0.87 - $1.00 10.5%-14.9% 123,750 20% 24,750 EPS $1.01 + 15% 157,500 20% 31,500 Year 5 Allocation Shares earned - ----------------- $0.85 8.0% 56,250 100% 56,250 $0.86 8.1-8.3% 62,390 100% 62,390 $0.87 8.4-8.5% 68,520 100% 68,520 $0.88 8.6-8.8% 74,660 100% 74,660 $0.89 8.9-9.0% 80,800 100% 80,800 $0.90 9.1-9.3% 86,930 100% 86,930 $0.91 9.4-9.5% 93,070 100% 93,070 $0.92 9.6-9.7% 99,200 100% 99,200 $0.93 9.8-10.0% 105,340 100% 105,340 $0.94 10.1-10.2% 111,480 100% 111,480
Year 5 Allocation Shares earned $0.95 10.3-10.4% 117,610 100% 117,610 $0.96 10.5-10.7% 123,750 100% 123,750 $0.97 10.8-10.9% 125,360 100% 125,360 $0.98 11.0-11.1% 126,960 100% 126,960 $0.99 11.2-11.3% 128,570 100% 128,570 $1.00 11.4-11.6% 130,180 100% 130,180 $1.01 11.7-11.8% 131,790 100% 131,790 $1.02 11.9-12.0% 133,390 100% 133,390 $1.03 12.1-12.2% 135,000 100% 135,000 $1.04 12.3-12.4% 136,610 100% 136,610 $1.05 12.5-12.7% 138,210 100% 138,210 $1.06 12.8-12.9% 139,820 100% 139,820 $1.07 13.0-13.1% 141,430 100% 141,430 $1.08 13.2-13.3% 143,040 100% 143,040 $1.09 13.4-13.5% 144,640 100% 144,640 $1.10 13.6-13.7% 146,250 100% 146,250 $1.11 13.8-13.9% 147,860 100% 147,860 $1.12 14.0-14.1% 149,460 100% 149,460 $1.13 14.2-14.3% 149,460 100% 149,460 $1.14 14.4-14.5% 149,460 100% 149,460 $1.15 14.6-14.7% 149,460 100% 149,460
Year 5 Allocation Shares earned $1.16 14.8-14.9% 149,460 100% 149,460 $1.17 15.0% 157,500 100% 157,500
In the event of termination for a Qualified Reason, the number of shares earned shall be measured at the end of the fiscal year in which the termination for a Qualified Reason occurred, and shall be paid after the end of such fiscal year. Accordingly, no Restricted Units will vest if termination occurs during fiscal years 2003 or 2004.