2013 FleetOne Integration Long-Term Incentive Program Performance-Based Restricted Stock Unit Award Agreement
This agreement outlines a long-term incentive program for employees involved in the FleetOne integration, dated March 15, 2013. Participants are granted performance-based restricted stock units (PSUs) that vest in two equal parts: half on March 15, 2014, and half on March 15, 2015, contingent on meeting specific financial performance targets for each year. The number of shares vested depends on the achievement of EBITDA, adjusted revenue, and synergy goals. If minimum performance thresholds are not met, no units vest. The agreement details the calculation methods and payout levels for the awards.
| Confidential Materials omitted and filed seperately with the Securities and Exchange Commission. Double asterisks denote omissions. | Exhibit 10.2 |
EXHIBIT A
2013 FleetOne Integration Long-Term Incentive Program
Award Date:
March 15, 2013
Unit Allocation Ratio:
100% Performance Based Restricted Stock Units
Vesting Schedule:
50% of the award vests on March 15, 2014 based on achievement of the 2013 performance metrics listed below and 50% of the award vests on March 15, 2015 based on the achievement of the 2014 performance metrics.
2013 Performance-Based Restricted Stock Unit Calculations:
The number of PSUs vesting under this 2013 FleetOne Integration Grant Program is based on the following:
| Payout %(1)(5) | EBITDA (40%) (2) | PPG Adj Revenue Adj (30%)(3) | SYNERGIES (30%)(4) | |||||||||||||||||||||||||
| Perf Level(3) | $(,000) | Perf Level(3) | $(,000) | Perf Level(3) | $(,000) | |||||||||||||||||||||||
| Threshold | 25 | % | 85.0 | % | $ | [** | ] | 85.0 | % | $ | [** | ] | 80.0 | % | $ | [** | ] | |||||||||||
| Target | 100 | % | 100.0 | % | $ | [** | ] | 100.0 | % | $ | [** | ] | 100.0 | % | $ | [** | ] | |||||||||||
| Max | 200 | % | 120.0 | % | $ | [** | ] | 120.0 | % | $ | [** | ] | 200.0 | % | $ | [** | ] | |||||||||||
2014 Performance-Based Restricted Stock Unit Calculations:
| Payout %(1)(5) | EBITDA (40%) (2) | PPG Adj Revenue (30%) | SYNERGIES (30%)(4) | |||||||||||||||||||||||||
| Perf Level(3) | $(,000) | Perf Level(3) | $(,000) | Perf Level(3) | $(,000) | |||||||||||||||||||||||
| Threshold | 25 | % | 85.0 | % | $ | [** | ] | 85.0 | % | $ | [** | ] | 80.0 | % | $ | [** | ] | |||||||||||
| Target | 100 | % | 100.0 | % | $ | [** | ] | 100.0 | % | $ | [** | ] | 100.0 | % | $ | [** | ] | |||||||||||
| Max | 200 | % | 120.0 | % | $ | [** | ] | 120.0 | % | $ | [** | ] | 200.0 | % | $ | [** | ] | |||||||||||
| (1) | Threshold EBITA performance must be achieved for any PSUs to vest. |
| (2) | Adjusted EBITDA is defined as 2013 Deal Model EBITDA of $27.8M adjusted by synergy savings, synergy costs,and integration costs, totaling ($3.8M) for 2013 |
| (3) | PPG Adjusted Revenue Full-Year is reported 2013 Revenue for the Americas adjusted for the difference between reported 2013PPG and Board-approved budgeted 2013 PPG of $[**] US. |
| (4) | Synergy target for 2014 based on Deal Model and represents net synergy savings that are $3.0M incremental to 2013 |
| (5) | Shares granted are ratable between payout levels. |
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