Each dollar amount described in this paragraph will be converted into a number of shares by dividing the dollar amount by the average closing stock price for the 60 trading days ending the day before the grant date, Steele remaining employed by the Company through the relevant vesting date. The PSUs, if earned, will vest over approximately three years with up to 33.33% of the target number of PSUs eligible to vest, at no more than target performance levels, on or about each of Maand 2024, and all remaining PSUs eligible to vest, including any vesting for above target performance, on or about March 10, 2025, subject in all cases to Mr. Steele remaining employed by the Company through the relevant vesting date, and performance units (“PSUs”) with a target value of $18,000,000, which will be subject to performance-based vesting on terms and conditions determined by the Compensation Committee of the Board for senior executives of the Company for the Company’s fiscal year 2023 PSU program. Steele will be granted restricted stock units (“RSUs”) with a value of approximately $12,000,000, which will be subject to time-based vesting over four years from his start date, subject to Mr. In addition, effective as of his start date, as an inducement material to him entering into employment with the Company, Mr. Steele will not receive compensation for his service as a member of the Board. Steele resigns from the Company for good reason or his employment is terminated by the Company without cause, or he dies or becomes disabled (as defined in the Offer Letter), then no portion of the signing bonus will be subject to repayment. Steele’s start date and before the date that is 36 months after his start date. The cash signing bonus is subject to reimbursement on a prorated basis if such termination occurs after the date that is 12 months after Mr. Steele voluntarily resigns from the Company without “good reason” (as defined in the Offer Letter) or the Company terminates his employment for “cause” (as defined in the Offer Letter) within 12 months of his start date. The cash signing bonus is subject to full reimbursement if Mr. Steele will also receive a cash signing bonus in the amount of $8,000,000. Steele’s annual base salary will be $900,000, and his target annual bonus will be 125% of his annual base salary. The Company has entered into an offer letter with Mr. Steele should serve as a director based on his appointment and position as Chief Executive Officer and his understanding of and experience in the Company’s markets and industry. Steele previously served as a member of the board of directors of Vonage Holdings Corp., a cloud communications provider, from 2016 to 2021. Steele has served as a member of the board of directors of Upwork Inc., a talent freelancing platform, since 2018. and Hewlett-Packard Company, computer, computer software and information technology companies. Steele also served in business development, marketing, and engineering roles at Sun Microsystems, Inc. Steele served as the vice president and general manager of the Middleware and Data Warehousing Product Group at Sybase, Inc., an enterprise and mobile software company. Steele served as Chief Executive Officer of Portera Systems Inc., a software company. Steele, 59, has served as the Chief Executive Officer and as a director of Proofpoint, Inc., a provider of security-as-a-service solutions, since 2002, and served as the Chairman of the board of Proofpoint from 2018 to 2021.
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