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CUSIP No. 92240M108 Page
7
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On February 13, 2024, the Company granted Mr. Lorber an award of 206,000 shares of
Common Stock subject to performance-based vesting (the Additional 2024 Performance-Based Restricted Stock) pursuant to the Companys 2023 Management Incentive Plan. Mr. Lorber has sole voting rights with respect to the
Additional 2024 Performance-Based Restricted Stock. The Additional 2024 Performance-Based Restricted Stock will cliff-vest on February 24, 2027, subject to the Company achieving certain performance targets described in Item 4 above and
Mr. Lorbers continued employment by the Company through each such vesting date. The above description does not purport to be complete and is qualified in its entirety by reference to the Performance-Based Restricted Shares Award
Agreement, dated February 13, 2024, which is attached as Exhibit 10.20 to this Schedule 13D and incorporated into this Item 6 by reference.
For purposes of this Schedule 13D, the 2020 Restricted Stock, 2021 Restricted Stock, 2022 Restricted Stock, 2023 Restricted Stock, 2024
Restricted Stock, 2021 Performance-Based Restricted Stock, 2022 Performance-Based Restricted Stock, 2023 Performance-Based Restricted Stock, Additional 2023 Performance-Based Restricted Stock, 2024 Performance-Based Restricted Stock and Additional
2024 Performance-Based Restricted Stock collectively are referred to as Restricted Stock.
Option Agreements
All information related to Option Agreements (described below) has been adjusted to give effect to the 5% stock dividends paid on an annual basis to the
stockholders of the Company on September 26, 2014, September 29, 2015, September 29, 2016, September 28, 2017, September 27, 2018 and September 27, 2019.
Mr. Lorber has the right to acquire 335,022 shares of Common Stock pursuant to an option agreement, dated February 26, 2014, as amended on May 16, 2014 (the
2014 Option Agreement), between the Company and Mr. Lorber, which granted Mr. Lorber an option to purchase shares of Common Stock at $14.68 per share. These options, which have a ten-year term, vested and have become exercisable in their
entirety on February 26, 2018.
Mr. Lorber has the right to acquire 319,069 shares of Common Stock pursuant to an option agreement, dated February 24,
2015 (the 2015 Option Agreement), between the Company and Mr. Lorber, which granted Mr. Lorber an option to purchase shares of Common Stock at $18.12 per share. These options, which have a ten-year term, vested and have become
exercisable in their entirety on February 24, 2019.
Mr. Lorber has the right to acquire 303,876 shares of Common Stock pursuant to an option agreement,
dated February 29, 2016 (the 2016 Option Agreement), between the Company and Mr. Lorber, which granted Mr. Lorber an option to purchase shares of Common Stock at $19.13 per share. These options, which have a ten-year term, vested and
have become exercisable in their entirety on February 29, 2020.
Mr. Lorber has the right to acquire 289,406 shares of Common Stock pursuant to an
option agreement, dated February 23, 2017 (the 2017 Option Agreement), between the Company and Mr. Lorber, which granted Mr. Lorber an option to purchase shares of Common Stock at $19.71 per share. These options, which
have a ten-year term, vested and have become exercisable in their entirety on February 23, 2021.
Mr. Lorber has the right to acquire 275,625 shares of Common Stock pursuant to an option agreement, dated February 27, 2018 (the 2018 Option
Agreement), between the Company and Mr. Lorber, which granted Mr. Lorber an option to purchase shares of Common Stock at $18.42 per share. These options, which have a ten-year term, vested and
have become exercisable in their entirety on February 27, 2022.
Mr. Lorber has the right to acquire 262,500 shares of Common Stock pursuant to
an option agreement, dated February 27, 2019 (the 2019 Option Agreement and, together with the 2014 Option Agreement, 2015 Option Agreement, 2016 Option Agreement, 2017 Option Agreement and the 2018 Option Agreement, the
Option Agreements), between the Company and Mr. Lorber, which granted Mr. Lorber an option to purchase shares of Common Stock at $10.92 per share. These options, which have a ten-year
term, vested and have become exercisable in their entirety on February 27, 2023.
Under the terms of the Option Agreements, in the event of the
payment of any dividends or other distributions, Mr. Lorber will be entitled to receive dividend equivalents on each share issuable upon the exercise of an option.
The above description does not purport to be complete and is qualified in its entirety by reference to Option Agreements, which are attached as Exhibits 10.4,
10.5, 10.6, 10.7, 10.8 and 10.9 to this Schedule 13D and incorporated into this Item 6 by reference.
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Item 7. |
Material to be Filed as an Exhibit. |
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10.1 |
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Amended and Restated Employment Agreement dated as of January 27, 2006, between Vector Group Ltd. and Howard M. Lorber (incorporated by reference to Exhibit 10.1 in Vectors Form 8-K dated January 27, 2006). |
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10.2 |
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Letter Agreement, dated as of December 21, 2021 between Vector Group Ltd. and Howard M. Lorber (incorporated by reference to Exhibit 10.3 in Vectors Form 8-K dated December 21, 2021). |
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10.3 |
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Amended and Restated Executive Letter Agreement dated as of April 29, 2022 between Vector Group Ltd. and Howard M. Lorber (incorporated by reference to Exhibit 10.1 in Vectors Form 10-Q for the period ended March 31,
2022). |
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10.4 |
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Option Award Agreement dated as of February 26, 2014, as amended on May 26, 2014, by and between Vector Group Ltd. and Howard M. Lorber (incorporated by reference to Exhibit 10.1 of Vector Group Ltd.s Form 10-Q for the
quarterly period ended June 30, 2014). |
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10.5 |
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Option Award Agreement dated as of February 24, 2015, by and between Vector Group Ltd. and Howard M. Lorber (incorporated by reference to Exhibit 10.2 of Vector Group Ltd.s Form 10-Q for the quarterly period ended March 31,
2015). |
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10.6 |
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Option Award Agreement dated as of February 29, 2016, by and between Vector Group Ltd. and Howard M. Lorber (incorporated by reference to Exhibit 10.1 of Vector Group Ltd.s Form 10-Q for the quarterly period ended March 31,
2016). |
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10.7 |
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Option Award Agreement dated as of February 23, 2017, by and between Vector Group Ltd. and Howard M. Lorber. |
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10.8 |
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Option Award Agreement dated as of February 27, 2018, by and between Vector Group Ltd. and Howard M. Lorber. |
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10.9 |
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Option Award Agreement dated as of February 27, 2019, by and between Vector Group Ltd. and Howard M. Lorber. |
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10.10 |
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Restricted Shares Award Agreement Pursuant to the Vector Group Ltd. 2014 Management Incentive Plan dated as of May 27, 2020, by and between Vector Group Ltd. and Howard M. Lorber. |
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10.11 |
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Restricted Shares Award Agreement Pursuant to the Vector Group Ltd. 2014 Management Incentive Plan dated as of February 24, 2021, by and between Vector Group Ltd. and Howard M. Lorber. |
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10.12 |
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Restricted Shares Award Agreement Pursuant to the Vector Group Ltd. Amended & Restated 2014 Management Incentive Plan dated as of March 1, 2022, by and between Vector Group Ltd. and Howard M.
Lorber. |