8-KLeadership ChangesExhibits & Filings

COHERENT CORP. 8-K Report, Executive Changes (Feb 12, 2010)

Filed February 12, 2010For Securities:COHR

Summary

This Form 8-K filing by II-VI Incorporated (now Coherent Corp.) on February 12, 2010, reports on the shareholder approval of the company's 2009 Omnibus Incentive Plan on November 6, 2009. This plan is designed to incentivize and retain key personnel, including employees, non-employee directors, and consultants, by offering various equity-based awards. The plan provides flexibility in award types and administration, with specific performance objectives tied to the company's financial and operational success, including provisions for adjustments to prevent dilution and comply with tax regulations like Section 162(m) of the Internal Revenue Code. The 2009 Omnibus Incentive Plan sets a maximum of 1,600,000 shares for new grants, with the potential to add up to 2,520,890 shares from forfeitures of prior plans. The plan's flexibility allows for awards such as stock options, restricted stock, and performance units, with administration by the Board or a designated committee/officer. The plan is set to expire on November 6, 2019, unless terminated earlier. Investors should note this as a mechanism for aligning management and shareholder interests through equity compensation.

Key Highlights

  • 1Shareholder approval of the II-VI Incorporated 2009 Omnibus Incentive Plan on November 6, 2009.
  • 2The plan allows for various equity-based awards including stock options, restricted shares, and performance units.
  • 3Eligible participants include employees, non-employee directors, and consultants.
  • 4A maximum of 1,600,000 shares are available for grants under the plan, plus potential additions from prior plan forfeitures.
  • 5Performance objectives for awards can be based on a wide range of financial and operational metrics to align with company goals and tax requirements (e.g., Section 162(m) of the Code).
  • 6The Plan Administrator has discretion to adjust awards and objectives under certain circumstances, with provisions for corporate changes and preventing dilution.
  • 7The plan has a termination date of November 6, 2019.

Frequently Asked Questions

The primary purpose of the 2009 Omnibus Incentive Plan is to provide a mechanism for II-VI Incorporated to incentivize, retain, and reward key personnel, including employees, non-employee directors, and consultants, through equity-based compensation. This helps align their interests with those of shareholders by tying compensation to the company's performance and stock value.

The plan authorizes a maximum of 1,600,000 shares of Common Stock for awards. Additionally, up to 2,520,890 shares of Common Stock may be added to the plan from the forfeiture of outstanding options previously granted under the company's 2005 Omnibus Plan.

Awards under the plan can take various forms, including stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares, or performance units, or any combination thereof.

The 2009 Omnibus Incentive Plan is set to terminate on November 6, 2019, which is the tenth anniversary of its shareholder approval, unless the Board of Directors adopts a resolution to terminate it earlier.