CIRCOR CEO Scott Buckhout to Receive Equity Inducement Awards
April 09 2013 - 7:30AM
Business Wire
CIRCOR International, Inc. (NYSE: CIR), a leading provider of
valves and other highly engineered products for the energy,
industrial and aerospace markets, today announced, as required by
New York Stock Exchange (NYSE) rules, that it will grant the
following equity inducement award to its newly appointed President
and Chief Executive Officer, Scott A. Buckhout, upon his
commencement of employment with the Company today, April 9, 2013
(the “Grant Date”):
A stock option exercisable for a maximum of 200,000 shares of
the Company’s common stock having an exercise price of $41.17 per
share (the closing price per share of the Company’s common stock on
April 8, 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)
$50.00 50,000 $60.00
100,000 $70.00 150,000 $80.00
200,000
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.
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 award, will generally be subject to the
same terms and conditions as apply to stock options 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 the energy,
industrial and aerospace markets. 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.
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