8-KLeadership Changes

EIDP, Inc. 8-K Report, Executive Changes (Oct 6, 2008)

Filed October 6, 2008For Securities:CTA-PBCTA-PA

Summary

EIDP, Inc. (CTA-PB) filed an 8-K on October 6, 2008, detailing important personnel and compensation matters. The Compensation Committee approved grants of 50,000 restricted stock units (RSUs) each to Jeffrey L. Keefer (CFO) and Thomas M. Connelly, Jr. (Chief Innovation Officer). These RSUs are intended to retain key executives and will vest in two equal installments on October 2, 2010, and October 2, 2011, provided they remain employed. Accelerated vesting occurs upon disability or death after six months of employment, while forfeiture is stipulated for other terminations prior to October 2, 2011. Additionally, the company announced that Richard R. Goodmanson, Executive Vice President & Chief Operating Officer, is expected to retire in 2009. To leverage his expertise, particularly in ongoing litigation, EIDP, Inc. has approved a three-year consulting agreement with Mr. Goodmanson, commencing upon his retirement. Under this agreement, he will receive an annual retainer of $200,000 and a per diem of $2,000 for specific business activities, with standard provisions for conflicts of interest, confidentiality, and expense reimbursement.

Key Highlights

  • 1Grant of 50,000 time-vested Restricted Stock Units (RSUs) each to CFO Jeffrey L. Keefer and Chief Innovation Officer Thomas M. Connelly, Jr.
  • 2RSUs are intended as a retention incentive for key executives.
  • 3RSUs vest in two equal tranches: 50% on October 2, 2010, and 50% on October 2, 2011.
  • 4Vesting of RSUs accelerates upon death or permanent disability after six months of employment.
  • 5Unvested RSUs are forfeited upon voluntary termination or resignation prior to October 2, 2011.
  • 6Richard R. Goodmanson, EVP & COO, is expected to retire in 2009.
  • 7A three-year consulting agreement has been approved for Richard R. Goodmanson post-retirement, including a $200,000 annual retainer and $2,000 per diem for specific duties.

Frequently Asked Questions

The primary purpose of the Restricted Stock Unit (RSU) grants to Jeffrey L. Keefer and Thomas M. Connelly, Jr. is to incentivize their retention as key executives by recognizing their current and anticipated contributions to EIDP, Inc.

The RSUs will vest assuming continued employment. Fifty percent will vest on October 2, 2010, and the remaining fifty percent will vest on October 2, 2011. Vesting also accelerates upon death or permanent disability, provided the executive has been employed for at least six months post-grant.

If an executive resigns, retires, or their employment terminates for reasons other than death or permanent disability prior to October 2, 2011, all unvested RSUs will be forfeited.

Richard R. Goodmanson will enter into a three-year consulting agreement upon his retirement in 2009. He will receive an annual retainer of $200,000 and a $2,000 per diem for active involvement in litigation support and business projects, subject to customary provisions regarding conflicts of interest and confidentiality.