CIRCOR CFO Rajeev Bhalla to Receive Equity Inducement Awards
03 December 2013 - 8:01AM
Business Wire
CIRCOR International, Inc. (NYSE: CIR), a leading provider of
valves and other highly engineered products for markets including
oil & gas, power generation and aerospace, today announced, as
required by New York Stock Exchange (NYSE) rules, that it will
grant the following equity inducement awards to its newly appointed
Executive Vice President and Chief Financial Officer, Rajeev
Bhalla, upon his commencement of employment with the Company today,
December 2, 2013 (the “Grant Date”):
(i) A stock option exercisable for a maximum of 100,000 shares
of the Company’s common stock having an exercise price of $79.33
per share (the closing price per share of the Company’s common
stock on November 29, 2013 as listed on the NYSE) and a vesting
schedule as follows:
Stock Price Target
(met for 60 continuoustrading days)
Cumulative VestedPortion of
StockOption
(in shares)
$87.50 25,000 $100.00
50,000
$112.50
75,000
$125.00
100,000
The options have a ten-year term; however, any options that have
not vested within five years of the Grant Date shall terminate.
Vested options may be exercised 25% at the time of vesting, 50% one
year from the date of vesting, and 100% two years from the date of
vesting.
These awards are subject to forfeiture in the event of
employment termination (whether voluntary or involuntary) prior to
vesting. In the event of a change in control of the Company, those
unvested options for which the stock price target is less than or
equal to the exchange price for the Company’s common stock in
connection with such change in control shall immediately vest and
be exercisable, while those unvested options for which the stock
price target is greater than the exchange price for the Company’s
common stock in connection with such change in control shall
immediately terminate.
(ii) An award of 18,908 restricted stock units (RSUs) which vest
in equal amounts of 9,454 RSUs each on December 2, 2015 and
December 2, 2016. Upon vesting, each RSU converts into one share of
the Company’s common stock. Prior to vesting, dividend equivalents
shall accrue with respect to each share of common stock underlying
the RSUs and shall be paid in cash upon vesting and distribution of
the underlying shares. These awards are subject to forfeiture only
in the event of an employment termination in which Mr. Bhalla is
not a “Good Leaver” as defined in the underlying agreement. In the
event of a change in control of the Company, any unvested RSUs
shall immediately vest. The underlying agreement also provides for
a two-year non-compete and non-solicitation obligation on the part
of Mr. Bhalla upon termination of employment for any reason other
than as a Good Leaver.
These awards will be granted outside of the Company's Amended
and Restated 1999 Stock Option and Incentive Plan, but except as
set forth in the inducement awards, will generally be subject to
the same terms and conditions as apply to awards granted under that
plan. The Company's Board of Directors (including a majority of the
Company's independent directors) approved these equity inducement
awards in reliance on an employment inducement exception to
shareholder approval provided for in the NYSE governance rules. To
comply with the terms of this exemption, these inducement equity
grants require an immediate public announcement of the awards and
written notice to the NYSE.
About CIRCOR International, Inc.
CIRCOR International, Inc. designs, manufactures and markets
valves and other highly engineered products for markets including
oil & gas, power generation and aerospace. With more than 7,500
customers in over 100 countries, CIRCOR has a diversified product
portfolio with recognized, market-leading brands. CIRCOR’s culture,
built on the CIRCOR Business System, is defined by the Company’s
commitment to attracting, developing and retaining the best talent
and pursuing continuous improvement in all aspects of its business
and operations. The Company’s strategy includes growing organically
by investing in new, differentiated products; adding value to
component products; and increasing the development of
mission-critical subsystems and solutions. CIRCOR also plans to
leverage its strong balance sheet to acquire strategically
complementary businesses. For more information, visit the Company’s
investor relations web site at http://investors.circor.com.
Sharon Merrill Associates, Inc.David Calusdian, 617-542-5300
CIRCOR (NYSE:CIR)
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