8-KMaterial Agreements

CURTISS WRIGHT CORP 8-K Report, Material Agreement (Oct 25, 2007)

Filed October 25, 2007For Securities:CW

Summary

This Form 8-K filing by Curtiss-Wright Corporation (CW) on October 25, 2007, reports on the entry into material definitive agreements concerning key executive retention. Specifically, the company has entered into restricted stock unit retention agreements with two senior vice presidents and presidents of major divisions: Dave Adams and David Linton. These agreements are designed to retain valuable leadership by granting a significant number of restricted stock units, valued at approximately $1 million each based on a September 24, 2007 stock price. The awards have long vesting periods, extending to 2016, and are contingent on continued employment and adherence to specific terms. The filing details provisions for potential early vesting, conversion options, and anti-dilutive adjustments, aiming to align executive interests with long-term shareholder value and provide security in the event of specific corporate actions or personal circumstances.

Key Highlights

  • 1Curtiss-Wright entered into material definitive agreements regarding executive retention on October 23, 2007.
  • 2Agreements were made with Dave Adams (VP, President of Curtiss-Wright Controls) and David Linton (VP, President of Curtiss-Wright Flow Control).
  • 3Each executive received a grant of 21,182 restricted stock units.
  • 4The approximate value of each grant was $1,000,000, based on the September 24, 2007 closing stock price.
  • 5Vesting dates are set for October 12, 2016 (Mr. Adams) and February 6, 2016 (Mr. Linton), contingent on continued employment and not being terminated for 'Cause'.
  • 6Executives have conversion options for stock units or deferral possibilities under Section 409A of the IRS code.
  • 7Provisions for immediate vesting and conversion exist in cases of death, disability, or a Change in Control of the company.

Frequently Asked Questions

The primary purpose of these agreements is to retain key executives, Dave Adams and David Linton, by providing them with significant long-term equity incentives in the form of restricted stock units.

As of September 24, 2007, the approximate value of each restricted stock unit grant was $1,000,000. The actual value realized by the executives will depend on the company's stock performance at the time of vesting and conversion.

The restricted stock units will vest on their respective dates (October 12, 2016 for Mr. Adams and February 6, 2016 for Mr. Linton) provided the executive remains employed by Curtiss-Wright and is not terminated for 'Cause'. There are also provisions for accelerated vesting in the event of death, disability, or a Change in Control.

Yes, the executives have the option to convert their stock units into shares of Curtiss-Wright Common Stock on or before December 31, 2015, or to defer this conversion in accordance with Section 409A of the Internal Revenue Code for up to five additional years.