ASTRONICS CORPORATION
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To elect nine directors to hold office until the 2022 Annual Meeting and until their successors have been elected and qualified;
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To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021;
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To approve an amendment and restatement of the Astronics Corporation 2017 Long Term Incentive Plan; and
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To act upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof.
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We are monitoring developments regarding the coronavirus or COVID-19 and preparing in the event any changes for our annual meeting are necessary or appropriate. If we determine to make any change, such as to the location or to hold the meeting by remote communication, we will announce the change in advance and provide instructions on how shareholders can participate at http://materials.proxyvote.com/046433.
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Election of nominees to serve on our Board of Directors;
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021; and
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Amendment and restatement of the Astronics Corporation 2017 Long Term Incentive Plan.
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FOR each of the nominees named in this proxy statement;
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FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021; and
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FOR approval of the amendment and restatement of the Astronics Corporation 2017 Long Term Incentive Plan.
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in person, by attending the Annual Meeting of Shareholders;
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via the Internet, by visiting www.proxyvote.com and following the instructions provided; or
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by mail, if you mark, sign and date the proxy card enclosed with this proxy statement and return it in the postage-paid envelope provided.
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in person, by first obtaining a voting instruction form issued in your name from your broker and bringing that voting instruction form to the meeting, together with a copy of a brokerage statement reflecting your stock ownership as of the record date and valid identification;
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via the Internet, by visiting www.proxyvote.com and following the instructions provided; or
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by mail, if you mark, sign and date the voting instruction form and return it in the postage-paid envelope provided by your broker.
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give written notice of the revocation to Astronics Corporation Corporate Secretary, Julie Davis, 130 Commerce Way, East Aurora, NY 14052 or give electronic notice to Ms. Davis at Julie.Davis@astronics.com;
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submit a properly signed proxy with a later date; or
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by appearing at the meeting in person and stating that you revoke your proxy.
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Proposal 1: “FOR” the election of each of the nominees named in this proxy statement to serve on the Company’s Board of Directors;
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Proposal 2: “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021;
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Proposal 3: “FOR” the amendment and restatement of the Astronics Corporation 2017 Long Term Incentive Plan; and
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In the discretion of the proxies on other matters properly brought before the meeting.
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Code of Business Conduct and Ethics: https://www.astronics.com/about/corporate-responsibility
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Statement on Human Trafficking: https://investors.astronics.com/corporate-governance/governance-documents
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EEOC policy: https://www.astronics.com/docs/default-source/atro-legal/careers/equal-employment-opportunity-policy.pdf
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Affirmative Action Policy: https://www.astronics.com/docs/default-source/atro-legal/careers/affirmative-action-policy.pdf?sfvrsn=5908a958_2
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Drug-free workplace statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Improper conduct/discrimination/harassment statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Health and Safety statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Whistleblower (Reporting and Effect of Violations) statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Supermajority of independent directors
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Independent Board Committees
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Annual Board member election
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Require double-trigger for equity acceleration upon a change in control
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Maintain a competitive compensation package
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Strong lead independent director role and responsibilities
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Require stock ownership for the Board of Directors
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Annual Board and Committee self-evaluations
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Strategy and risk oversight by full Board
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Board and Committees have the right to retain independent outside financial, legal or other advisors
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Director “overboarding” limits
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Regular executive sessions of independent directors
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CEO succession plan
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Audit Committee Charter:
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Compensation Committee Charter:
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Nominating/Governance Committee Charter:
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Corporate Governance Guidelines:
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Political contributions statement: https://www.astronics.com/docs/default-source/atro-legal/code-of-ethics
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Social media policy
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Cybersecurity policy; compliant with NIST 800-171
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THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.
Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2022
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(i)
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the comments and recommendations of board members regarding the qualifications and effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new board members,
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(ii)
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the requisite expertise and sufficiently diverse backgrounds of the Board of Directors’ overall membership composition,
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(iii)
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the independence of outside directors and other possible conflicts of interest of existing and potential members of the Board of Directors, and
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(iv)
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all other factors it considers appropriate.
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Name
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Fees Earned or Paid
in Cash
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Restricted
Stock Unit
Awards(4)
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Total
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Raymond W. Boushie(1)
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$75,000
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$110,264
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$185,264
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Robert T. Brady(1)
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$75,000
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$110,264
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$185,264
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Tonit M. Calaway(1)
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$75,000
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$110,264
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$185,264
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Jeffry D. Frisby(1)
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$75,000
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$110,264
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$185,264
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Peter J. Gundermann(2)
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—
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—
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—
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Warren C. Johnson(1)
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$75,000
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$110,264
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$185,264
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Robert S. Keane(1)(3)
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$75,000
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$110,264
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$185,264
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Neil Kim(1)
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$75,000
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$110,264
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$185,264
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Mark Moran(1)
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$75,000
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$110,264
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$185,264
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(1)
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In 2020, Ms. Calaway and each of Messrs. Boushie, Brady, Frisby, Johnson, Keane, Kim and Moran were awarded 5,600 Restricted Stock Units under the 2017 Long Term Incentive Plan. Each Restricted Stock Unit represents the right to receive, at settlement, one share of Common Stock. The Restricted Stock Units issued to Ms. Calaway and Messrs. Boushie, Brady, Frisby, Johnson, Keane, Kim and Moran vested in full six months from the grant date on August 28, 2020, on which date Ms. Calaway and each of Messrs. Boushie, Brady, Frisby, Johnson, Keane, Kim and Moran were issued 5,600 shares of Common Stock. At December 31, 2020, Messrs. Boushie, Brady, Frisby, Johnson and Kim had options to purchase 25,500; 25,500; 8,000; 8,000 and 8,000 shares of Common Stock, respectively, and 18,255; 18,255; 1,200; 1,200 and 1,200 shares of Class B Stock, respectively. The exercise price is 100% of the fair market value on date of grant. As of December 31, 2020, Ms. Calaway, Mr. Keane and Mr. Moran did not have any options to purchase shares of Common Stock or Class B Stock.
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(2)
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Mr. Gundermann receives no separate compensation as a director of the Company.
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At December 31, 2020, the Estate of Kevin T. Keane, the father of Mr. Robert Keane, had options to purchase 4,000 shares of Common Stock and 600 shares of Class B Stock. Mr. Robert Keane is one of multiple beneficiaries to a trust to be established by the estate. Mr. Robert Keane’s proportionate interest in the estate is below 25%. The options expire on June 10, 2021.
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(4)
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The total fair value of the award is determined under generally accepted accounting principles used to calculate the value of equity awards for purposes of the Company’s financial statements as described in Note 16 to the audited financial statements in Astronics Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020. The amounts do not reflect the actual amounts realized by the director.
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Name and Age of Executive Officer
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Positions and Offices with Astronics
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Year First Elected
Officer
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Peter J. Gundermann, Age 58
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Chairman, President, Chief Executive Officer and Director of the Company
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2001
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David C. Burney, Age 58
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Executive Vice President – Finance and Chief Financial Officer of the Company
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2003
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James S. Kramer, Age 57
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Executive Vice President of the Company; President of Luminescent Systems, Inc. and Astronics DME LLC
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2010
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Michael C. Kuehn, Age 60
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Executive Vice President of the Company; President of Astronics Connectivity Systems & Certification Corp., Armstrong Aerospace, Inc. and Astronics Aerosat Corporation
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2017
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James F. Mulato, Age 60
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Executive Vice President of the Company; President of Astronics Test Systems, Inc.
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2014
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Mark A. Peabody, Age 62
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Executive Vice President of the Company; President of the Aerospace Segment of the Company
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2010
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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP TO AUDIT THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS FOR 2021.
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2020
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2019
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Audit
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$1,350,000
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$1,757,318
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Audit-related
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—
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—
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Tax
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$40,300
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$—
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All Other
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$5,638
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$7,200
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April 13, 2021
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Robert T. Brady, Chairman
Raymond W. Boushie
Jeffry D. Frisby
Robert S. Keane
Neil Kim
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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF THE ASTRONICS CORPORATION 2017 LONG TERM INCENTIVE PLAN.
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increases the number of shares of stock with respect to which awards may be issued under the 2017 Plan from 1,757,040 to 3,144,774 shares under the Restated Plan, an increase of 1,387,734 shares; and
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changes the annual limit on options or stock appreciation rights that may be awarded to any one employee from 100,000 to 200,000.
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If Astronics did not increase the shares available for issuance under the 2017 Plan, then, based on the depletion of the share reserve that would result from Astronics’ historical usage rates of shares under the 2017 Plan, Astronics could potentially exhaust the share limit under the 2017 Plan before the Company’s next opportunity to ask for an increase at its 2022 Annual Meeting of Shareholders, at which time it would lose an important compensation tool aligned with stockholder interests to attract, motivate and retain highly qualified talent.
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In 2019 and 2020, Astronics granted equity awards representing a total of approximately 225,934 and 190,100 shares, respectively, assuming the performance-based restricted stock unit awards are paid out at the target level. This level of equity awards represents a two-year average burn rate of approximately 0.66% of fully diluted common shares outstanding.
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To date in 2021, the Company has granted equity awards representing a total of approximately 505,741 shares (including 213,650 options awarded to named executive officers, 238,091 restricted stock units awarded to named executive officers and employees and 54,000 restricted stock units awarded to non-employee directors, assuming performance-based restricted stock unit awards to named executive officers are paid out at the target level).
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Plan Term
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The 2017 Plan became effective May 31, 2017 and was amended on December 14, 2018; no new awards under the Restated Plan may be granted after May 31, 2027, or earlier if terminated by the Board
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Persons Eligible for Grants
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Employees and non-employee directors of Astronics Corporation and its subsidiaries
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Shares Authorized
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3,144,774 shares of Common Stock or Class B Stock. This includes 620,700 shares currently available for issuance under the 2017 Plan, plus an additional 1,387,734 shares, leaving approximately 2,000,000 shares available for awards under the Restated Plan.
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Types of Awards Available
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Non-Qualified Stock Options (“NQSOs”)
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Incentive Stock Options (“ISOs”)
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Stock Appreciation Rights (“SARs”)
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Restricted Stock
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Restricted Stock Units (“RSUs”)
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Stock Bonuses
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Plan Features intended to protect shareholders’ interests
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The additional 1,387,734 Shares requested (in addition to the 620,700 currently available for issuance under the 2017 Plan) represents an additional 4.49% of shares of the Stock outstanding as of December 31, 2020.
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The Restated Plan has a 10-year term from initial approval of the 2017 Plan on May 31, 2017, with a fixed number of shares authorized for issuance. It is not an “evergreen” plan.
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It prohibits the use of discounted stock options or SARs, reload options, and repricing without shareholder approval.
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It does not permit options or other benefits to be transferred to third parties for consideration.
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It contains, with certain exceptions, a minimum three-year pro-rata vesting schedule for time-based awards of restricted stock and RSUs other than to non-employee directors.
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Shares to be issued on exercise or settlement of outstanding equity awards under the Existing Plans are calculated for net settlement based upon appreciation of the fair market value at the time of exercise and, where applicable, mandatory tax withholdings for employees. As a result, the potential dilutive effect would be less.
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To the extent shares of Stock issued pursuant to any of these incentive compensation plans are acquired through open market purchases or privately negotiated transaction, the potential dilutive effect will be less.
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(i)
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one person (or more than one person acting as a
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(ii)
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one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company Stock possessing 30% or more of the total voting power of the stock of such corporation;
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(iii)
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a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or
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one person (or more than one person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s).
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE ASTRONICS CORPORATION 2017 LONG TERM INCENTIVE PLAN.
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April 13, 2021
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Raymond W. Boushie, Co-Chairman
Tonit Calaway, Co-Chairman
Warren C. Johnson
Robert S. Keane
Neil Kim
Mark Moran
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Name and Principal Position
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Year
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Salary
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Bonuses
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Stock
Awards(1)
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Option
Awards(2)
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All Other
Compensation
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Total
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Peter J. Gundermann,
President and Chief Executive Officer
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2020
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$571,460
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—
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$200,346
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—
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$59,410(3)
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$831,216
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2019
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$560,300
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$342,178
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$65,970
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$799,884
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$76,930
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$1,845,262
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2018
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$549,270
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$478,827
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$70,633
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$531,243
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$100,378
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$1,730,351
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David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
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2020
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$355,550
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—
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$130,446
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—
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$41,655(4)
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$527,651
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2019
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$343,500
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$237,272
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$39,827
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$150,008
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$55,929
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$826,536
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2018
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$331,888
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$236,221
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$42,856
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$128,421
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$43,941
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$783,327
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James S. Kramer,
Executive Vice President
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2020
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$292,932
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—
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$120,109
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—
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$33,677(5)
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$446,718
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2019
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$284,400
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$269,596
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$33,453
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$150,008
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$33,219
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$770,676
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2018
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$278,827
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$218,952
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$36,014
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$107,806
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$33,980
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$675,579
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Michael C. Kuehn,Executive Vice President(6)
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2020
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$369,342
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—
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$170,319
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—
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$14,250(7)
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$553,911
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2019
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$362,100
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$217,260
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$88,765
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$200,195
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$14,000
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$882,320
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James F. Mulato,
Executive Vice President(8)
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2020
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$348,962
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—
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$170,319
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—
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$131,605(9)
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$650,886
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2019
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$338,800
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$426,410
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$83,039
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$200,195
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$43,882
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$1,092,326
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2018
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$332,194
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$163,271
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$85,134
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$176,674
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$49,895
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$807,168
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Mark A. Peabody,
Executive Vice President and President of Aerospace Segment
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2020
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$461,739(10)
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—
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$130,446
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—
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$14,250(7)
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$606,435
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2019
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$373,500
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$322,544
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$43,932
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$150,008
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$14,000
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$903,984
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2018
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$366,231
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$337,886
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$47,145
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$141,706
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$14,126
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$907,094
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(1)
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The amounts reported in the “Stock Awards” column reflect the fair value of restricted stock units (“RSUs”) on the grant date of the award. The total fair value of the RSU award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2020.
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(2)
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The amounts reported in the “Option Awards” column reflect the fair value on the grant date of the award. The total fair value of the option award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2020.
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(3)
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Represents personal use of company automobile, club fees and dues, contribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, personal use of company plane of $12,278, gross up for income taxes related to benefits of $15,845 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
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(4)
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Represents club fees and dues, automobile allowance, contribution to a medical reimbursement plan, gross up for income taxes related to benefits and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
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(5)
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Represents club fees and dues, gross up for income taxes related to benefits of $10,005 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
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(6)
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Mr. Kuehn became a Named Executive Officer and Executive Vice President of the Company on January 1, 2019. Mr. Kuehn is not a participant in the SERP or SERP II.
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(7)
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Represents the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
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(8)
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Mr. Mulato is not a participant in the SERP or SERP II.
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(9)
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Represents relocation allowance of $67,148, club fees and dues, automobile allowance of $14,356, gross up for income taxes related to benefits of $25,855 and the contribution to the Company’s Profit Sharing/ 401K Plan made by the Company of $14,250.
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(10)
|
Mr. Peabody’s salary was increased in 2020 as a result of his assumption of a new role as President of the Aerospace Segment of the Company.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonuses
|
| |
Stock
Awards(1)
|
| |
Option
Awards(2)
|
| |
Change in Pension
Value and Non-Qualified
Deferred
Compensation Earnings(3)
|
| |
All Other
Compensation
|
| |
Total
|
|
|
Peter J. Gundermann,
President and Chief Executive Officer
|
| |
2020
|
| |
$571,460
|
| |
—
|
| |
$200,346
|
| |
—
|
| |
$1,953,301
|
| |
$59,410(4)
|
| |
$2,784,517
|
|
|
2019
|
| |
$560,300
|
| |
$342,178
|
| |
$65,970
|
| |
$799,884
|
| |
$1,916,098
|
| |
$76,930
|
| |
$3,761,360
|
| |||
|
2018
|
| |
$549,270
|
| |
$478,827
|
| |
$70,633
|
| |
$531,243
|
| |
$—
|
| |
$100,378
|
| |
$1,730,351
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
|
| |
2020
|
| |
$355,550
|
| |
—
|
| |
$130,446
|
| |
—
|
| |
$843,997
|
| |
$41,655(5)
|
| |
$1,371,648
|
|
|
2019
|
| |
$343,500
|
| |
$237,272
|
| |
$39,827
|
| |
$150,008
|
| |
$952,705
|
| |
$55,929
|
| |
$1,779,241
|
| |||
|
2018
|
| |
$331,888
|
| |
$236,221
|
| |
$42,856
|
| |
$128,421
|
| |
$—
|
| |
$43,941
|
| |
$783,327
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
James S. Kramer,
Executive Vice President
|
| |
2020
|
| |
$292,932
|
| |
—
|
| |
$120,109
|
| |
—
|
| |
$648,629
|
| |
$33,677(6)
|
| |
$1,095,347
|
|
|
2019
|
| |
$284,400
|
| |
$269,596
|
| |
$33,453
|
| |
$150,008
|
| |
$759,468
|
| |
$33,219
|
| |
$1,530,144
|
| |||
|
2018
|
| |
$278,827
|
| |
$218,952
|
| |
$36,014
|
| |
$107,806
|
| |
$—
|
| |
$33,980
|
| |
$675,579
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Michael C. Kuehn,
Executive Vice President(7)
|
| |
2020
|
| |
$369,342
|
| |
—
|
| |
$170,319
|
| |
—
|
| |
—
|
| |
$14,250(8)
|
| |
$553,911
|
|
|
2019
|
| |
$362,100
|
| |
$217,260
|
| |
$88,765
|
| |
$200,195
|
| |
—
|
| |
$14,000
|
| |
$882,320
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
James F. Mulato,
Executive Vice President(9)
|
| |
2020
|
| |
$348,962
|
| |
—
|
| |
$170,319
|
| |
—
|
| |
—
|
| |
$131,605(10)
|
| |
$650,886
|
|
|
2019
|
| |
$338,800
|
| |
$426,410
|
| |
$83,039
|
| |
$200,195
|
| |
—
|
| |
$43,882
|
| |
$1,092,326
|
| |||
|
2018
|
| |
$332,194
|
| |
$163,271
|
| |
$85,134
|
| |
$176,674
|
| |
—
|
| |
$49,895
|
| |
$807,168
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Mark A. Peabody,
Executive Vice President and President of Aerospace Segment
|
| |
2020
|
| |
$461,739(11)
|
| |
—
|
| |
$130,446
|
| |
—
|
| |
$784,914
|
| |
$14,250(8)
|
| |
$1,391,349
|
|
|
2019
|
| |
$373,500
|
| |
$322,544
|
| |
$43,932
|
| |
$150,008
|
| |
$895,920
|
| |
$14,000
|
| |
$1,799,904
|
| |||
|
2018
|
| |
$366,231
|
| |
$337,886
|
| |
$47,145
|
| |
$141,706
|
| |
$—
|
| |
$14,126
|
| |
$907,094
|
|
(1)
|
The amounts reported in the “Stock Awards” column reflect the fair value of restricted stock units (“RSUs”) on the grant date of the award. The total fair value of the RSU award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2020.
|
(2)
|
The amounts reported in the “Option Awards” column reflect the fair value on the grant date of the award. The total fair value of the option award is calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amount that may be realized by the executive officers. A discussion of the assumptions used in calculating these values is in Note 16 to the audited financial statements in the Astronics Corporation Annual Report on Form 10-K for the year ended December 31, 2020.
|
(3)
|
Represents the annual change in the actuarial present value of accumulated benefits under the Supplemental Retirement Plan (“SERP”) and Supplemental Retirement Plan II (“SERP II”), not actual payments made to the participant or to an account on his behalf. Changes in the actuarial present value of the plans are due to year over year changes to the actuarial assumptions and service costs and are not the result of modifications to the plans. The actuarial estimate is based on a number of assumptions such as interest rates, retirement age, life expectancy and future wages, and assumes each participant will vest in the benefit and that the plan will continue to exist and pay benefits in the future. The change in the actuarial present value increased significantly from 2019 to 2020 for SERP and SERP II participants because of a change in the applied discount rate of 3.17% to 2.42%.
|
(4)
|
Represents personal use of company automobile, club fees and dues, contribution to a medical reimbursement plan, personal financial planning and tax return preparation expense, personal use of company plane of $12,278, gross up for income taxes related to benefits of $15,845 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
|
(5)
|
Represents club fees and dues, automobile allowance, contribution to a medical reimbursement plan, gross up for income taxes related to benefits and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
|
(6)
|
Represents club fees and dues, gross up for income taxes related to benefits of $10,005 and the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
|
(7)
|
Mr. Kuehn became a Named Executive Officer and Executive Vice President of the Company on January 1, 2019. Mr. Kuehn is not a participant in the SERP or SERP II.
|
(8)
|
Represents the contribution to the Company’s Profit Sharing/401K Plan made by the Company of $14,250.
|
(9)
|
Mr. Mulato is not a participant in the SERP or SERP II.
|
(10)
|
Represents relocation allowance of $67,148, club fees and dues, automobile allowance of $14,356, gross up for income taxes related to benefits of $25,855 and the contribution to the Company’s Profit Sharing/ 401K Plan made by the Company of $14,250.
|
(11)
|
Mr. Peabody’s salary was increased in 2020 as a result of his assumption of a new role as President of the Aerospace Segment of the Company.
|
|
Name
|
| |
Grant Date(1)
|
| |
Estimated Future Payouts Under Equity
Incentive Plan Awards(2)
|
| |
All Other
Option
Awards: Number
of Securities
Underlying
Award
|
| |
Exercise or
Base Price of
Option Awards
per share
|
| |
Grant Date
Fair Value of
Stock and
Option Awards(3)
|
| ||||||
|
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||||||
|
Peter J. Gundermann
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
RSUs
|
| |
February 28, 2020
|
| |
7,632
|
| |
10,175
|
| |
11,702
|
| |
—
|
| |
—
|
| |
$200,346
|
|
|
David C. Burney
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
RSUs
|
| |
February 28, 2020
|
| |
4,969
|
| |
6,625
|
| |
7,619
|
| |
—
|
| |
—
|
| |
$130,446
|
|
|
James S. Kramer
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
RSUs
|
| |
February 28, 2020
|
| |
4,575
|
| |
6,100
|
| |
7,015
|
| |
—
|
| |
—
|
| |
$120,109
|
|
|
Michael C. Kuehn
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
RSUs
|
| |
February 28, 2020
|
| |
6,488
|
| |
8,650
|
| |
9,948
|
| |
—
|
| |
—
|
| |
$170,319
|
|
|
James F. Mulato
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
RSUs
|
| |
February 28, 2020
|
| |
6,488
|
| |
8,650
|
| |
9,948
|
| |
—
|
| |
—
|
| |
$170,319
|
|
|
Mark A. Peabody
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
RSUs
|
| |
February 28, 2020
|
| |
4,969
|
| |
6,625
|
| |
7,619
|
| |
—
|
| |
—
|
| |
$130,446
|
|
(1)
|
The grant date is the date the Compensation Committee of the Board of Directors meets to approve the awards.
|
(2)
|
Represents the potential payout range related to Restricted Stock Units awarded to NEOs, subject to achievement of performance targets. The RSUs are earned based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2020 and ending December 31, 2022. Adjusted EBITDA is defined as the Company’s earnings before interest, taxes, depreciation, and amortization, adjusted by the Compensation Committee in its sole discretion for any extraordinary, unusual or nonrecurring events, including, but not limited to gains or losses on sales of businesses, insurance proceeds, legal reserves or settlements, certain asset impairments or unique investments in R&D projects. The target number of RSUs will be issued if the average annual Adjusted EBITDA for the performance period is less than 15%, but at least equal to 10%, of the Company’s mathematical average annual revenue for the performance period.
|
(3)
|
Represents the full grant date fair value calculated in accordance with FASB ASC Topic 718. The amounts do not reflect the actual amounts that may be realized by the executive officers. Assumptions used to calculate these amounts are included in Note 16 of the audited financial statements in Form 10-K for the year ended December 31, 2020.
|
|
|
| |
Options(1)
|
| |
Restricted Stock Units
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
| |
Option
Exercise
Price
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or Units
of Stock That
Have Not
Vested
|
| |
Market
Value of
Shares
or Units
That
Have Not
Vested
|
| |
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
|
|
|
Peter J. Gundermann, President and Chief Executive Officer
|
| |
10,700
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
2,076(2)
|
| |
$70,633
|
|
|
16,249
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
1,832(3)
|
| |
$65,970
|
| |||
|
18,700
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
10,175(4)
|
| |
$200,346
|
| |||
|
22,254
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
|
| |
|
| |||
|
8,300
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
6,848
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
10,100
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
5,261
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
13,700
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,418
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
11,568
|
| |
2,892
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,735
|
| |
434
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
15,780
|
| |
10,520
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,367
|
| |
1,578
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
13,916
|
| |
20,874
|
| |
31.57
|
| |
December 13, 2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
12,240
|
| |
48,960
|
| |
30.04
|
| |
December 9, 2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
David C. Burney,
Executive Vice President— Finance and Chief Financial Officer
|
| |
3,600
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
1,259(2)
|
| |
$42,856
|
|
|
5,467
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
1,106(3)
|
| |
$39,827
|
| |||
|
6,400
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
6,625(4)
|
| |
$130,446
|
| |||
|
7,616
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,600
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,145
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,150
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,641
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,100
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,322
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,496
|
| |
874
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
525
|
| |
131
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,810
|
| |
2,540
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
572
|
| |
381
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,364
|
| |
5,046
|
| |
31.57
|
| |
December 13, 2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,720
|
| |
10,880
|
| |
30.04
|
| |
December 9, 2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
James S. Kramer,
Executive Vice President
|
| |
3,200
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
1,058(2)
|
| |
$36,014
|
|
|
4,859
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
929(3)
|
| |
$33,453
|
| |||
|
5,700
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
6,100(4)
|
| |
$120,109
|
| |||
|
6,784
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,330
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,923
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,720
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,417
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,500
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,129
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,936
|
| |
734
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
441
|
| |
110
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,204
|
| |
2,136
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
481
|
| |
320
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,824
|
| |
4,236
|
| |
31.57
|
| |
December 13, 2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,720
|
| |
10,880
|
| |
30.04
|
| |
December 9, 2029
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
Options(1)
|
| |
Restricted Stock Units
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
| |
Option
Exercise
Price
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or Units
of Stock That
Have Not
Vested
|
| |
Market
Value of
Shares
or Units
That
Have Not
Vested
|
| |
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
|
|
|
Michael C. Kuehn,
Executive Vice President
|
| |
4,830
|
| |
3,220
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
2,465(3)
|
| |
$88,765
|
|
|
725
|
| |
483
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
8,650(4)
|
| |
$170,319
|
| |||
|
4,944
|
| |
7,416
|
| |
31.57
|
| |
December 13, 2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,630
|
| |
14,520
|
| |
30.04
|
| |
December 9, 2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
James F Mulato,
Executive Vice President
|
| |
2,400
|
| |
—
|
| |
$34.75
|
| |
March 31, 2024
|
| |
|
| |
|
| |
2,501(2)
|
| |
$85,134
|
|
|
1,980
|
| |
—
|
| |
34.75
|
| |
March 31, 2024
|
| |
|
| |
|
| |
2,306(3)
|
| |
$83,039
|
| |||
|
3,300
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
8,650(4)
|
| |
$170,319
|
| |||
|
1,719
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,300
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,387
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
5,248
|
| |
1,312
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
787
|
| |
197
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,770
|
| |
3,180
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
716
|
| |
477
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,628
|
| |
6,942
|
| |
31.57
|
| |
December 13, 2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,630
|
| |
14,520
|
| |
30.04
|
| |
December 9, 2029
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Mark A. Peabody,
Executive Vice President
|
| |
4,300
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
1,385(2)
|
| |
$47,145
|
|
|
6,530
|
| |
—
|
| |
13.59
|
| |
December 1, 2021
|
| |
|
| |
|
| |
1,220(3)
|
| |
$43,932
|
| |||
|
7,400
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
6,625(4)
|
| |
$130,446
|
| |||
|
8,807
|
| |
—
|
| |
9.20
|
| |
November 29, 2022
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,990
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,467
|
| |
—
|
| |
28.45
|
| |
December 11, 2023
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,470
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,807
|
| |
—
|
| |
30.83
|
| |
December 11, 2024
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,500
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,451
|
| |
—
|
| |
27.72
|
| |
December 3, 2025
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,856
|
| |
964
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
578
|
| |
145
|
| |
31.76
|
| |
December 14, 2026
|
| |
|
| |
|
| |
|
| |
|
| |||
|
4,206
|
| |
2,804
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
631
|
| |
421
|
| |
35.61
|
| |
December 12, 2027
|
| |
|
| |
|
| |
|
| |
|
| |||
|
3,712
|
| |
5,568
|
| |
31.57
|
| |
December 13, 2028
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2,720
|
| |
10,880
|
| |
30.04
|
| |
December 9, 2029
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
All options straight line vest (20% per year) over five years and expire ten years from the date of grant.
|
(2)
|
Reflects RSUs to be earned at the target award level under the award agreements. The award earned will be adjusted based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2018 and ending December 31, 2020. All RSUs cliff vest on December 31, 2020.
|
(3)
|
Reflects RSUs to be earned at the target award level under the award agreements. The award earned will be adjusted based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2019 and ending December 31, 2021. All RSUs cliff vest on December 31, 2021.
|
(4)
|
Reflects RSUs to be earned at the target award level under the award agreements. The award earned will be adjusted based upon the Company’s mathematical average annual Adjusted EBITDA for the period beginning January 1, 2020 and ending December 31, 2022. All RSUs cliff vest on December 31, 2022.
|
|
|
| |
Option Awards
|
| |||
|
Name
|
| |
Number of Shares
Acquired on Exercise
|
| |
Value Realized
on Exercise
|
|
|
Peter J. Gundermann,
President and Chief Executive Officer
|
| |
40,725
|
| |
$62,757
|
|
|
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
|
| |
13,852
|
| |
$60,118
|
|
|
James S. Kramer,
Executive Vice President
|
| |
12,051
|
| |
$59,773
|
|
|
Michael C. Kuehn,
Executive Vice President
|
| |
—
|
| |
—
|
|
|
James F. Mulato,
Executive Vice President.
|
| |
—
|
| |
—
|
|
|
Mark A. Peabody,
Executive Vice President
|
| |
18,008
|
| |
$83,197
|
|
|
Name
|
| |
Plan Name
|
| |
Number of
Years
Credited
Service
|
| |
Present
Value of
Accumulated
Benefit
($)
|
| |
Payment
During
Last Fiscal
Year
($)
|
|
|
Peter J. Gundermann,
President and Chief Executive Officer
|
| |
Astronics Corporation Supplemental Retirement Plan (SERP)
|
| |
33
|
| |
$11,658,125
|
| |
—
|
|
|
|
| |
SERP-Retiree Medical, Dental and Long-Term Care
|
| |
33
|
| |
$ 507,196
|
| |
—
|
|
|
David C. Burney,
Executive Vice President – Finance and Chief Financial Officer
|
| |
Astronics Corporation Supplemental Retirement Plan II (SERP II)
|
| |
24
|
| |
$5,254,196
|
| |
—
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
James S. Kramer,
Executive Vice President
|
| |
Astronics Corporation Supplemental Retirement Plan II (SERP II)
|
| |
32
|
| |
$4,168,070
|
| |
—
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Michael C. Kuehn,
Executive Vice President
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
James F. Mulato,
Executive Vice President
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Mark A. Peabody,
Executive Vice President
|
| |
Astronics Corporation Supplemental Retirement Plan II (SERP II)
|
| |
15
|
| |
$5,370,884
|
| |
—
|
|
|
|
| |
Years of Service
|
| ||||||||||||
|
Three Year Average Cash Compensation
|
| |
10
|
| |
15
|
| |
20
|
| |
25
|
| |
30
|
|
|
500,000
|
| |
250,000
|
| |
275,000
|
| |
300,000
|
| |
325,000
|
| |
325,000
|
|
|
700,000
|
| |
350,000
|
| |
385,000
|
| |
420,000
|
| |
455,000
|
| |
455,000
|
|
|
900,000
|
| |
450,000
|
| |
495,000
|
| |
540,000
|
| |
585,000
|
| |
585,000
|
|
|
1,100,000
|
| |
550,000
|
| |
605,000
|
| |
660,000
|
| |
715,000
|
| |
715,000
|
|
|
1,300,000
|
| |
650,000
|
| |
715,000
|
| |
780,000
|
| |
845,000
|
| |
845,000
|
|
|
|
| |
Years of Service
|
| ||||||||||||
|
Three Year Average Cash Compensation
|
| |
10
|
| |
15
|
| |
20
|
| |
25
|
| |
30
|
|
|
300,000
|
| |
105,000
|
| |
120,000
|
| |
135,000
|
| |
150,000
|
| |
150,000
|
|
|
400,000
|
| |
140,000
|
| |
160,000
|
| |
180,000
|
| |
200,000
|
| |
200,000
|
|
|
450,000
|
| |
157,500
|
| |
180,000
|
| |
202,500
|
| |
225,000
|
| |
225,000
|
|
|
500,000
|
| |
175,000
|
| |
200,000
|
| |
225,000
|
| |
250,000
|
| |
250,000
|
|
|
600,000
|
| |
210,000
|
| |
240,000
|
| |
270,000
|
| |
300,000
|
| |
300,000
|
|
|
700,000
|
| |
245,000
|
| |
280,000
|
| |
315,000
|
| |
350,000
|
| |
350,000
|
|
|
800,000
|
| |
280,000
|
| |
320,000
|
| |
360,000
|
| |
400,000
|
| |
400,000
|
|
(i)
|
Any one person, or more than one person acting as a group (“Group”), acquires ownership of stock of the Company that, together with stock previously held by the acquirer, constitutes more than 80% of the total fair market value or total voting power of the Company’s stock. If any one person or Group is considered to own more than 80% of the total fair market value or total voting power of the Company’s stock, the acquisition of additional stock by the same person or Group does not cause a change in ownership; or
|
(ii)
|
A majority of the members of the Company’s Board of Directors is replaced during any 12-month (or shorter) period by directors whose appointment or election is not endorsed by a majority of the members of the Board of the Directors before the date of the appointment or election.
|
|
Name
|
| |
Type of Payment
|
| |
Death
|
| |
Disability
|
| |
Involuntary
Termination
|
| |
Termination
on Change
of Control
|
| |
409A
Change in
Control
Event
|
| |
Termination
on 409A
Change in
Control Event
|
|
|
Peter J. Gundermann
|
| |
Salary Continuation(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
$1,142,920
|
| |
—
|
| |
$1,142,920
|
|
|
Insurance Coverage(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
$45,000
|
| |
—
|
| |
$45,000
|
| |||
|
Club Membership(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
$13,800
|
| |
—
|
| |
$13,800
|
| |||
|
Automobile(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
$42,000
|
| |
—
|
| |
$42,000
|
| |||
|
Vesting of Equity Awards(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
SERP Benefit(5)
|
| |
$8,966,000
|
| |
$14,373,000
|
| |
$8,879,000
|
| |
$10,025,000
|
| |
—
|
| |
$—
|
| |||
|
Total
|
| |
$8,966,000
|
| |
$14,373,000
|
| |
$8,879,000
|
| |
$11,268,720
|
| |
—
|
| |
$1,243,720
|
| |||
|
David C. Burney
|
| |
Salary Continuation(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
$355,550
|
| |
—
|
| |
$355,550
|
|
|
Insurance Coverage(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
$23,000
|
| |
—
|
| |
$23,000
|
| |||
|
Club Membership(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
$9,341
|
| |
—
|
| |
$9,341
|
| |||
|
Automobile(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
$6,500
|
| |
—
|
| |
$6,500
|
| |||
|
Vesting of Equity Awards(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
SERP II Benefit(5)
|
| |
$4,082,000
|
| |
$6,589,000
|
| |
$4,082,000
|
| |
$4,639,000
|
| |
$6,496,000
|
| |
$6,496,000
|
| |||
|
Total
|
| |
$4,082,000
|
| |
$6,589,000
|
| |
$4,082,000
|
| |
$5,033,391
|
| |
$6,496,000
|
| |
$6,890,391
|
| |||
|
James S. Kramer
|
| |
Salary Continuation(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
$292,932
|
| |
—
|
| |
$292,932
|
|
|
Insurance Coverage(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
$23,000
|
| |
—
|
| |
$23,000
|
| |||
|
Club Membership(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
$9,422
|
| |
—
|
| |
$9,422
|
| |||
|
Automobile(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Vesting of Equity Awards(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
SERP II Benefit(5)
|
| |
$3,065,000
|
| |
$5,111,000
|
| |
$3,005,000
|
| |
$3,578,000
|
| |
$5,453,000
|
| |
$5,453,000
|
| |||
|
Total
|
| |
$3,065,000
|
| |
$5,111,000
|
| |
$3,005,000
|
| |
$3,903,354
|
| |
$5,453,000
|
| |
$5,778,354
|
| |||
|
Mark A. Peabody
|
| |
Salary Continuation(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
$480,970
|
| |
—
|
| |
$480,970
|
|
|
Insurance Coverage(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
$28,000
|
| |
—
|
| |
$28,000
|
| |||
|
Club Membership(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Automobile(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Vesting of Equity Awards(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
SERP II Benefit(5)
|
| |
$5,097,000
|
| |
$6,673,000
|
| |
$5,083,000
|
| |
$5,484,000
|
| |
$6,240,000
|
| |
$6,240,000
|
| |||
|
Total
|
| |
$5,097,000
|
| |
$6,673,000
|
| |
$5,083,000
|
| |
$5,992,970
|
| |
$6,240,000
|
| |
$6,748,970
|
|
(1)
|
Salary continuation under a termination on a change of control would be two years for Mr. Gundermann and one year for each of Messrs. Burney, Kramer, Kuehn, Mulato and Peabody.
|
(2)
|
For purposes of determining premiums for medical, life and disability coverage, the premiums paid in fiscal year 2020 are reflected.
|
(3)
|
For purposes of determining other perquisites, the amount paid in 2020 for club dues and auto expenses are reflected.
|
(4)
|
This is the value of outstanding, unvested stock options and restricted stock units at December 31, 2020. The value was determined using December 31, 2020 Common Stock market price. The value of unvested stock options was calculated by multiplying the market price by shares which can be acquired assuming all such options were exercised less the exercise price of the option. The value of unvested stock options was $0 at December 31, 2020 as the stock price was lower than the exercise price of all unvested options at such date.
|
(5)
|
Pursuant to the terms of SERP and SERP II, participants become vested in and eligible for benefits in the event of a participant’s death or termination of employment due to Disability, and those participants with at least 10 years of service will become vested in and eligible for benefits in the event of an involuntary termination without cause and a termination on Change of Control. Participants in SERP II become vested in and eligible for benefits in the event of a 409A Change in Control Event. The SERP does not provide for vesting upon a 409A Change in Control Event. All amounts represent the actuarially estimated present value of future benefits, SERP II benefits upon a 409A Change in Control Event are payable in a lump sum. All other SERP and SERP II benefits are payable in equal monthly installments over the life of the executive or the life of the surviving spouse.
|
|
Plan Category
|
| |
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
| |
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)(1)
|
| |
Number of Securities
Remaining for Future
Issuance under Equity
Compensation Plans
(excluding securities
reflected in column (a))
(c)
|
|
|
Equity compensation plans approved by security holders
|
| |
1,691,043(2)
|
| |
$15.93
|
| |
2,299,053
|
|
|
|
| |
|
| |
|
| |
|
|
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
1,691,043
|
| |
$15.93
|
| |
2,299,053
|
|
(1)
|
The weighted average exercise price is calculated based solely on the exercise price of outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.
|
(2)
|
This number includes 237,698 shares subject to outstanding RSU awards, with the number of outstanding performance-based RSUs calculated at 100% of the target number of shares subject to each award.
|
|
|
| |
Shares of Common Stock
|
| |
Shares of Class B Stock
|
| ||||||
|
Name and Address of Owner(1)
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
|
|
Raymond W. Boushie(2)
|
| |
41,199
|
| |
*
|
| |
22,535
|
| |
*
|
|
|
Robert T. Brady(3)
|
| |
76,063
|
| |
*
|
| |
190,287
|
| |
2.8%
|
|
|
David C. Burney(4)
|
| |
72,635
|
| |
*
|
| |
211,121
|
| |
3.1%
|
|
|
Tonit Calaway
|
| |
5,600
|
| |
*
|
| |
—
|
| |
—
|
|
|
Jeffry D. Frisby(5)
|
| |
19,922
|
| |
*
|
| |
1,200
|
| |
*
|
|
|
Peter J. Gundermann(6)
|
| |
138,367
|
| |
*
|
| |
764,122
|
| |
11.1%
|
|
|
Warren C. Johnson(7)
|
| |
15,822
|
| |
*
|
| |
1,200
|
| |
*
|
|
|
Robert S. Keane(8)
|
| |
98,526
|
| |
*
|
| |
655,685
|
| |
9.6%
|
|
|
Neil Kim(9)
|
| |
15,822
|
| |
*
|
| |
1,200
|
| |
*
|
|
|
James S. Kramer(10)
|
| |
79,650
|
| |
*
|
| |
420,133
|
| |
6.1%
|
|
|
Michael C. Kuehn(11)
|
| |
13,404
|
| |
*
|
| |
725
|
| |
*
|
|
|
Mark Moran
|
| |
7,822
|
| |
*
|
| |
—
|
| |
—
|
|
|
James F. Mulato(12)
|
| |
34,720
|
| |
*
|
| |
7,816
|
| |
*
|
|
|
Mark A. Peabody(13)
|
| |
62,907
|
| |
*
|
| |
220,766
|
| |
3.2%
|
|
|
BlackRock, Inc.(14)
55 East 52nd Street
New York, NY 10055
|
| |
2,083,007
|
| |
8.7%
|
| |
—
|
| |
—
|
|
|
Patricia Dowden(15)
4 Goddu Ave.
Winchester, MA 01890
|
| |
—
|
| |
—
|
| |
450,481
|
| |
6.4%
|
|
|
All directors and executive officers as a group (14 persons)(16)
|
| |
682,459
|
| |
2.8%
|
| |
2,496,790
|
| |
36.0%
|
|
(1)
|
The address for all directors and officers listed is: 130 Commerce Way, East Aurora, New York 14052.
|
(2)
|
Includes 23,000 shares of Common Stock and 13,829 shares of Class B Stock subject to options exercisable within 60 days.
|
(3)
|
Includes 23,000 shares of Common Stock and 13,829 shares of Class B Stock subject to options exercisable within 60 days. Includes 120,000 shares of Class B Common Stock pledged as security on a secured line of credit at M&T Bank. There are no amounts currently drawn on the line of credit.
|
(4)
|
Includes 33,240 shares of Common Stock and 19,288 shares of Class B Stock subject to options exercisable within 60 days.
|
(5)
|
Includes 8,000 shares of Common Stock and 1,200 shares of Class B stock subject to options exercisable within 60 days.
|
(6)
|
Includes 115,004 shares of Common Stock and 59,132 shares of Class B Stock subject to options exercisable within 60 days.
|
(7)
|
Includes 8,000 shares of Common Stock and 1,200 shares of Class B stock subject to options exercisable within 60 days.
|
(8)
|
Mr. Robert Keane does not have any options to purchase shares of Common Stock or Class B Stock in his name individually. Includes 44,726 shares of Common Stock and 448,199 shares of Class B Stock held by Boston & Saranac LLC, which is 100% owned by a trust whose beneficiaries are Mr. Robert Keane and his spouse. Includes 44,200 shares of Common Stock and 206,886 shares of Class B Stock held by the EAK & KRK Trust U/A/D 10-15-97 FBO Elizabeth A. Keane. Mr. Robert Keane’s proportionate interest in the trust is below 25%. Includes 4,000 shares of Common Stock and 600 shares of Class B Stock subject to options exercisable within 60 days held by The Estate of Kevin T. Keane, the father of Mr. Robert Keane.
|
(9)
|
Includes 8,000 shares of Common Stock and 1,200 shares of Class B stock subject to options exercisable within 60 days.
|
(10)
|
Includes 29,134 shares of Common Stock and 17,033 shares of Class B Stock subject to options exercisable within 60 days.
|
(11)
|
Includes 13,404 shares of Common Stock and 725 shares of Class B Stock subject to options exercisable within 60 days.
|
(12)
|
Includes 28,276 shares of Common Stock and 6,589 shares of Class B Stock subject to options exercisable within 60 days, and 100 shares of Common Stock and 32 shares of Class B Stock owned by Mr. Mulato’s spouse.
|
(13)
|
Includes 37,154 shares of Common Stock and 22,272 shares of Class B Stock subject to options exercisable within 60 days.
|
(14)
|
BlackRock, Inc. reports having sole voting power for 1,978,741 shares of Common Stock, no shared voting power and sole dispositive power for 2,083,007 shares of Common Stock. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on January 29, 2021.
|
(15)
|
Patricia Dowden is the sister of Mr. Robert Keane. Ms. Dowden reports having sole voting power and sole dispositive power for 450,481 shares of Class B Common Stock and no shared voting power. The beneficial ownership information is based solely upon Schedule 13G filed with the SEC on August 25, 2020. Includes 448,200 shares of Class B Stock held by Delphinium LLC, a Delaware limited liability company, of which Ms. Dowden serves as the managing member, and 2,281 shares of Class B Stock held in trust for the benefit of Ms. Dowden.
|
(16)
|
Includes 330,212 shares of Common Stock and 156,897 shares of Class B Stock subject to options exercisable within 60 days.
|
|
|
| |
|
| |
Page
|
|
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| | | | | | |||
| | | | | |
1.
|
2.
|
(a)
|
“AWARD” means an Option, SAR, share of Restricted Stock, Restricted Stock Unit, or Stock Bonus granted under the terms of the Plan.
|
(b)
|
“AWARD AGREEMENT” means the written or electronic document approved by the Committee that evidences an Award and sets forth its terms and conditions. The Committee may require an Award Agreement to be executed or acknowledged by a Participant as a condition to receiving an Award or the benefits under an Award.
|
(c)
|
“BOARD OF DIRECTORS” or “BOARD” means the Board of Directors of Astronics.
|
(d)
|
“CAUSE” means (i) the unauthorized use or disclosure of the confidential information or trade secrets of the Company, (ii) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state, (iii) negligence or misconduct in the performance of the Participant’s duties, or (iv) material breach of the Participant’s obligations under any agreement or arrangement with the Company or any of its affiliates (including under the terms of any loan made to the Participant).
|
(e)
|
“CHANGE IN CONTROL” means:
|
(1)
|
One person (or more than one person acting as a group) acquires ownership of Company Stock that, together with the stock held by such person or group, constitutes more than 50% of the total Fair Market Value or total voting power of the Company Stock;
|
(2)
|
One person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of such corporation;
|
(3)
|
A majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or
|
(4)
|
One person (or more than one person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s).
|
(f)
|
“CLASS B COMMON STOCK” means the Class B Common Stock, par value $.01 per share of Astronics.
|
(g)
|
“CODE” means the Internal Revenue Code of 1986, as amended.
|
(h)
|
“COMMITTEE” means the Compensation Committee of the Board of Directors or such other committee as the Board may appoint from time to time to administer the Plan. The Committee will at all times consist of two or more persons, each of whom is a member of the Board. To the extent required for transactions under the Plan to qualify for the exemptions available under Rule 16b-3, members of the Committee (or any subcommittee) will consist solely of “non-employee directors” within the meaning of Rule 16b-3.
|
(i)
|
“COMMON STOCK” means the Common Stock, par value $.01 per share of Astronics.
|
(j)
|
“COMPANY STOCK” or “STOCK” means the Common Stock or Class B Common Stock of Astronics.
|
(k)
|
“DISABILITY,” unless otherwise provided in an Award Agreement, means
|
(1)
|
with respect to a Participant who is a party to a written employment agreement with the Company that contains a definition of “disability” or “permanent disability” (or words of like import) for purposes of termination of employment by the Company, “disability” or “permanent disability” as defined in the most recent of such agreements; or
|
(2)
|
in all other cases, means a Participant’s inability to substantially perform his or her duties to the Company by reason of physical or mental illness, injury, infirmity or condition: (i) for a continuous period of 180 days, or for one or more periods aggregating 180 days in any 12-month period; (ii) at such time as the Participant is eligible to receive disability income payments under any long-term disability insurance plan maintained by the Company; or (iii) at such earlier time as the Participant or the Company submits medical evidence, in the form of a physician’s certification, that the Participant has a physical or mental illness, injury, infirmity or condition that will likely prevent the Participant from substantially performing his or her duties for 180 days or longer.
|
(l)
|
“DIVIDEND EQUIVALENTS” means a right granted to a Participant under Section 9 to receive the equivalent value (in cash or Stock) of dividends paid on Stock.
|
(m)
|
“EFFECTIVE DATE” means, if the Plan is approved by a majority of the votes cast by the Company’s shareholders at its 2017 annual meeting, the date of its approval by the Company’s shareholders at the 2017 annual meeting. No Awards will be made under the Plan unless shareholder approval is obtained.
|
(n)
|
“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.
|
(o)
|
“FAIR MARKET VALUE” means:
|
(1)
|
If the Company Stock is listed for trading on a national securities exchange, Fair Market Value of the Company Stock means the closing price per share of the Stock on the exchange on the last trading day immediately preceding the grant date.
|
(2)
|
If the Company Stock is not listed for trading on a national securities exchange, the Fair Market Value of the Stock means the market price per share of the Stock as determined in good faith by the Board, using the reasonable application of a reasonable valuation method within the meaning of Code Section 409A, based on all available information material to the value of the Company at such time, or if applicable, the value as determined by an independent appraiser selected by the Board.
|
(3)
|
If the Fair Market Value is to be determined as of a day when the securities markets are not open, the Fair Market Value of the Company Stock on that day means the Fair Market Value as of the immediately preceding day on which the markets were open.
|
(p)
|
“GOOD REASON” means the existence, without a Participant’s consent, of one or more of the following conditions:
|
(1)
|
a material reduction in the Participant’s annual base salary; or
|
(2)
|
a material demotion or reduction in the Participant’s responsibilities or authority.
|
(q)
|
“INCENTIVE STOCK OPTION” means an Option that is an “incentive stock option” within the meaning of Code Section 422.
|
(r)
|
“ISSUE DATE” means the date established by the Committee on which certificates representing shares of Restricted Stock will be issued by the Company under Section 8(e).
|
(s)
|
“NON-QUALIFIED STOCK OPTION” means an Option that is not an Incentive Stock Option.
|
(t)
|
“OPTION” means an option to purchase shares of Company Stock granted under Section 7.
|
(u)
|
“PARTICIPANT” means an officer or other employee of the Company or a non-employee director of Astronics to whom an Award is granted under the Plan.
|
(v)
|
“PERFORMANCE CRITERIA” means the criteria that the Committee selects for purposes of establishing the Performance Goal or Goals for a Participant for a Performance Period. The Performance Criteria may differ as to type of Award and from one Performance Period to another. The Performance Criteria that will be used to establish Performance Goals are limited to the following: net earnings (either before or after interest, taxes, depreciation or amortization), economic value-added (as determined by the Committee), total shareholder return, sales or revenue, net income (either before or after taxes), operating earnings or income, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on investment, return on shareholders’ equity, return on assets or net assets, return on capital, debt reduction, shareholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, cost reduction or savings, customer or employee satisfaction, customer orders, development or certification of products, quality, delivery, safety, working capital, earnings or diluted earnings per share, price per share of Company Stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.
|
(w)
|
“PERFORMANCE GOALS” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish the Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, segment, or an individual. The Committee, in its discretion, may adjust or modify the calculation of Performance Goals for a Performance Period in order to prevent the dilution or enlargement of the rights of Participants (1) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (2) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or the financial statements of the Company, or (3) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. In establishing Performance Goals, the Committee may exclude the effect of restructuring charges, discontinued operations, extraordinary items, cumulative effects of accounting changes, other unusual or nonrecurring items, asset impairment and the effect of foreign currency fluctuations, in each case as those terms are defined under generally accepted accounting principles and provided in each case that such excluded items are objectively determinable by reference to the Company’s financial statements, notes to the Company’s financial statements and/or management’s discussion and analysis in the Company’s financial statements. The Committee may, in its discretion, classify Participants into as many groups as it determines, and, as to any Participant, relate the Participant’s Performance Goals partially or entirely to the measured performance, either absolutely or relatively, of an identified Subsidiary, operating company or division or new venture of the Company.
|
(x)
|
“PERFORMANCE PERIOD” means the one or more periods of time, which may be of varying or overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to exercise, vest in, or otherwise receive payment in respect of, an Award.
|
(y)
|
“RESTRICTED STOCK” means shares of Company Stock granted under Section 8 that are subject to the restrictions set forth in Section 8(c).
|
(z)
|
“RESTRICTED STOCK UNIT” or “RSU” means the right to receive a share of Company Stock that is granted under Section 9.
|
(aa)
|
“RULE 16B-3” means the rule designated as such under the Exchange Act.
|
(bb)
|
“SAR” means a stock appreciation right granted under Section 7.
|
(cc)
|
“STOCK BONUS” means a bonus payable in shares of Company Stock under Section 10.
|
(dd)
|
“SUBSIDIARY” means any corporation or other entity in which, at the time of reference, Astronics owns, directly or indirectly, stock or similar interests comprising more than 50% of the combined voting power of all outstanding securities of such entity.
|
(ee)
|
“VESTING DATE” means the date or dates established by the Committee on which all or a portion of an Award may vest.
|
3.
|
(a)
|
Shares Available for Awards. As of the Restatement Effective Date, the total number of shares of Company Stock with respect to which Awards may be granted under the Plan may not exceed 3,144,774 shares. Shares of Company Stock issued by Astronics in respect of an Award may be from authorized, but unissued Company Stock or authorized and issued Company Stock held in Astronics’ treasury or acquired by Astronics through repurchases in the open market or in privately negotiated transactions from third parties, any affiliate of Astronics, or any of Astronics’ affiliated benefit or welfare plans.
|
(b)
|
Individual Limitations. On and after the Restatement Effective Date, the total number of shares of Company Stock subject to Options or SARs that may be awarded to any one employee during any fiscal year of the Company may not exceed 200,000 shares. The total number of shares of Company Stock subject to Awards granted to any one non-employee director during any fiscal year of the Company may not exceed 25,000 shares.
|
(c)
|
Adjustment for Change in Capitalization. In the event of changes in the outstanding Company Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock distribution, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization, Awards granted under the Plan and any Award Agreements, the exercise price of Options and Stock Appreciation Rights, the individual limitations under Section 3(b) and the maximum number of shares of Company Stock that may be granted under the Plan will be equitably adjusted or substituted, as to the number, price or kind of a share of Company Stock or other consideration to the extent necessary to preserve the economic intent of the Plan and any outstanding Awards. In the case of adjustments made pursuant to this Section 3(c), unless the Committee specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 3(c) will not constitute a modification, extension or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure that any adjustments under this Section 3(c) will not constitute a modification of such Non-qualified Stock Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 3(c) shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
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(d)
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Re-Use of Shares. To the extent that an Award terminates, expires, is cancelled, forfeited, or lapses for any reason, or if an Award is settled by payment of cash, any shares of Company Stock subject to the Award will again be available for the grant of an Award under the Plan. To the extent permitted by applicable law or any stock exchange rule, shares of Company Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired by Astronics or any Subsidiary will not be counted against shares of Company Stock available for grant under this Plan. Dividend Equivalents payable in cash will not be counted against the shares available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement of the Award.
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(e)
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No Repricing. Unless the approval of the shareholders has been obtained, the Committee will not amend or replace previously awarded Stock Options or SARs or otherwise take any action that constitutes a “repricing” of any Stock Option or SAR Award under the Plan. For this purpose, a “repricing” means: (a) amending the terms of a Stock Option or SAR in a manner that has the effect of reducing its exercise price; (b) any other action that is treated as a repricing under generally accepted accounting principles or the rules of the securities exchange or automated quotation system on which the shares of Company Stock are listed, quoted or traded; or (c) canceling a Stock Option or SAR Award at a time when its exercise price is equal to or greater than the Fair Market Value of the underlying Company Stock, in exchange for another Award or other equity or cash, unless the cancellation and exchange occurs in connection with
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(f)
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No Reloading. No Option or SAR may provide for the automatic grant of replacement or reload Options or SARs upon the Participant exercising the Option or SAR and paying the Exercise Price by tendering shares of Company Stock, net exercise or otherwise. This paragraph may not be amended, altered or repealed by the Board or the Committee without approval of the shareholders of the Company.
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4.
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5.
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6.
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7.
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(a)
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Identification of Options. Each Option will be clearly identified in the applicable Award Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. In the absence of such identification, an Option will be deemed to be a Non-Qualified Stock Option.
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(b)
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Exercise Price. The exercise price per share of an Option or SAR will be determined by the Committee at the time of grant, but will in no event be less than the Fair Market Value of a share of the Company Stock subject to the Option or SAR on the date of grant.
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(c)
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Terms and Exercise of Options and SARs.
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(1)
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The applicable Award Agreement will provide the date or dates on which an Option or a SAR becomes vested and exercisable and the expiration date of the Option or SAR. The term of an Option or SAR may not exceed ten years from the date of grant.
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(2)
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On the grant of an Option or SAR, the Committee may impose such restrictions or conditions to the vesting and exercisability of the Option or SAR as it, in its absolute discretion, deems appropriate, including that one or more Performance Goals be achieved for a Performance Period. Any Option or SAR awarded to a Participant other than a non-employee director that vests solely on the basis of the passage of time (e.g., not on the basis of any performance standards) may not vest more quickly than ratably over three years from the date of grant. Any Option or SAR awarded to a non-employee director that vests solely on the basis of the passage of time may not vest sooner than six months from the date of grant. Notwithstanding anything contained in this Section 7(c)(2) to the contrary, the Option or SAR may vest sooner under any of the following circumstances, as more specifically set forth in the applicable Award Agreement: (1) the Participant’s death; (2) the Participant’s Disability; (3) the Participant’s “retirement” as defined in the Award Agreement; (4) the Participant’s termination of employment with the Company due to workforce reduction, job elimination or divestiture, as determined by the Committee; (5) a Change in Control consistent with the provisions of Section 11; or (6) in connection with establishing the terms and conditions of employment of an individual necessary for the recruitment of the individual or as the result of a business combination or acquisition by the Company.
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(3)
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An Option or SARs Award may be exercised for all or any portion of the shares as to which it is exercisable, except that an Option must be exercised with respect to at least 25 shares of Company Stock and a SAR Award must be exercised for at least 100 SARs (unless the exercise is for the entire remaining vested portion of the Award). The partial exercise of an Option or SAR Award will not cause the expiration, termination or cancellation of the remaining portion.
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(4)
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Unless the Committee determines otherwise, an Option or SAR must be exercised by delivering written notice signed by the Participant (or notice through another previously approved method, which could include a web-based or e-mail system) to the Company’s principal office, to the attention of Chief Financial Officer (or the Chief Financial Officer’s designee) no more than ten business days in advance of the effective date of the proposed exercise. The notice must specify the number of shares of Company Stock with respect to which the Option or SARs Award is being exercised and the effective date of the proposed exercise. If notice is provided in advance, the business day specified as the exercise date in the notice will be deemed the exercise date. If the exercise date is intended to be the same as the notice date, the notice must be received before the official close of the national securities exchange market on which the shares are primarily traded. If notice is received after the official close of the national securities exchange for the date specified as the exercise date, the following business day will be deemed the exercise date.
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(5)
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The exercise of SARs with respect to any number of shares of Company Stock entitles a Participant to receive shares of Company Stock equal in value to: the number of SARs exercised, multiplied by the excess of (i) the Fair Market Value of a share of the Company Stock subject to the SAR on the exercise date, over (ii) the exercise price of the SAR. This calculated value will be divided by the Fair Market Value of a share of the Company Stock subject to the SAR on the exercise date to determine the number of shares of Company Stock that the Participant will receive on exercise, subject to any withholding of shares in accordance with Section 17. Fractional share amounts will be settled in cash. The shares payable in settlement of an Award of SARs will be issued in the name of the Participant or other person entitled to receive the shares, and delivered (either electronically or physically) to the Participant or other person as soon as practicable will be following the date on which the SARs are exercised.
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(6)
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The exercise price of Company Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (i) by delivery to the Company of other Company Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Company Stock that have an aggregate Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Company Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Company Stock
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(7)
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Certificates for shares of Company Stock purchased upon the exercise of an Option will be issued in the name of the Participant or other person entitled to receive the shares, and delivered (either electronically or physically) to the Participant or other person as soon as practicable following the effective date on which the Option is exercised. However, the shares may still be subject to restrictions on transfer as a result of applicable securities laws or pursuant to Section 14.
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(d)
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Limitations on Incentive Stock Options.
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(1)
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Incentive Stock Options may be granted only to employees of Astronics or any “subsidiary corporation” of Astronics (within the meaning of Code Section 424(f) and applicable regulations).
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(2)
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To the extent that the aggregate Fair Market Value of shares of Company Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of Astronics (or any “subsidiary corporation” within the meaning of Code Section 424) exceeds $100,000, or such higher value as may be permitted under Code Section 422, the Options or portion thereof which exceeds such limit (according to the order in which they were granted) will be treated as Non-Qualified Stock Options. Fair Market Value will be determined as of the date on which each Incentive Stock Option is granted.
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(3)
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No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, that individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of Astronics (or any “subsidiary corporation” within the meaning of Code Section 424), unless (i) the exercise price of the Incentive Stock Option is at least 110% of the Fair Market Value of a share of Company Stock at the time the Incentive Stock Option is granted and (ii) the Incentive Stock Option is not exercisable after the expiration of five years from the date of grant.
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(4)
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As of the Restatement Effective Date, the maximum aggregate number of shares of Stock issuable under the Plan on exercise of Incentive Stock Options may not exceed 3,144,774 shares.
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(e)
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Effect on Termination of Employment.
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(1)
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Unless the applicable Award Agreement provides or the Committee determines otherwise, if a Participant’s employment with the Company terminates for any reason other than termination by the Company for Cause, “retirement” (as defined in the Award Agreement), Disability or death, the Participant’s Options and SARs will expire as follows: (i) to the extent they were exercisable at the time of the termination, the Options and SARs will expire at the close of business on the 90th day following the date of termination, and (ii) to the extent they were not exercisable at the time of the termination, the Options and SARs will expire at the close of business on the termination date. Notwithstanding anything in this Section, no Option or SAR will be exercisable after the expiration of its term.
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(2)
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Unless the applicable Award Agreement provides or the Committee determines otherwise, if a Participant’s employment with the Company terminates on account of the Disability or death of the Participant, or, other than in the case of termination by the Company for Cause, at a time when the Participant is eligible for “retirement,” as defined in the Award Agreement, (i) all Options and SARs granted to the Participant, to the extent they have
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(3)
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If a Participant’s employment is terminated by the Company for Cause, all outstanding Options and SARs granted to the Participant will expire as of the commencement of business on the termination date.
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(4)
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Upon a non-employee director’s cessation of service, the exercisability of Options or SARs will be as set out in the applicable Award Agreement or as the Committee determines.
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(f)
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Transferability. Except as provided in this Section 7(f), during the lifetime of a Participant, each Option and SAR granted to the Participant is exercisable only by the Participant, and no Option or SAR is assignable or transferable other than by will or by the laws of descent and distribution. The Committee may, in its sole discretion and on a case by case basis, in any applicable agreement evidencing an Option (other than to the extent inconsistent with the requirements of Code Section 422 with respect to Incentive Stock Options), permit a Participant to transfer all or some of the Participant’s Options to (1) the Participant’s Immediate Family Members, or (2) a trust or trusts for the exclusive benefit of the Participant’s Immediate Family Members. Following any such transfer, the transferred Options will continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer. “Immediate Family Members” means a Participant’s spouse, children and grandchildren. In no event may an Option or SAR be transferred for consideration. However, Non-Qualified Stock Options and SARs may be transferred to a Participant’s former spouse in accordance with a property settlement that is part of an agreement or court order incident to a divorce.
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8.
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(a)
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Vesting Date. On the grant of shares of Restricted Stock, the Committee will establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with respect to the shares. The Committee may divide the shares into classes and assign a different Issue Date and Vesting Date for each class. If the grantee is employed by the Company on an Issue Date (which may be the date of grant), the specified number of shares of Restricted Stock will be issued in accordance with the provisions of Section 8(e). If all conditions to the vesting of a share of Restricted Stock imposed under Section 8(b) are satisfied, and except as provided in Section 8(g), upon the occurrence of the Vesting Date applicable to a share of Restricted Stock, the share will vest and the restrictions of Section 8(c) will cease to apply to the share.
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(b)
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Conditions to Vesting. On the grant of Restricted Stock, the Committee may impose such restrictions or conditions to the vesting of the shares of Restricted Stock as it, in its absolute discretion, deems appropriate, including that one or more Performance Goals be achieved for a Performance Period. Any shares of Restricted Stock awarded to a Participant other than a non-employee director that vest solely on the basis of the passage of time (e.g., not on the basis of any performance standards) may not vest more quickly than ratably over three years from the date of grant. Any shares of Restricted Stock awarded to a non-employee director that vest solely on the basis of the passage of time may not vest sooner than six months from the date of grant. Notwithstanding anything contained in this Section 8(b) to the contrary, the shares of Restricted Stock may vest sooner under any of the following circumstances, as more specifically set forth in the applicable Award Agreement: (1) the Participant’s death; (2) the Participant’s Disability; (3) the Participant’s termination of employment with the Company due to workforce reduction, job elimination or divestiture, as determined by the Committee; (4) a Change in Control consistent with the provisions of Section 11; or (5) in connection with establishing the terms and conditions of employment of an individual necessary for the recruitment of the individual or as the result of a business combination or acquisition by the Company.
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(c)
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Restrictions on Transfer Prior to Vesting. Prior to the vesting of a share of Restricted Stock, no transfer of the share or a Participant’s rights with respect to the share, whether voluntary or involuntary, by operation of law or otherwise, is permitted. Immediately upon any attempt by the Participant to transfer such share or rights, the share, and all of the rights related to it, will be forfeited by the Participant.
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(d)
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Dividends on Restricted Stock. The Committee in its discretion may require that any dividends paid on a share of Restricted Stock be withheld by the Company until and unless the share becomes vested, at which time any withheld dividends will be paid to the applicable Participant.
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(e)
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Issuance of Certificates; Evidence of Award. An Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration, electronic records, or issuance of a stock certificate or certificates. If a stock certificate is issued in respect of shares of Restricted Stock, the
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(f)
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Consequences of Vesting. Upon the vesting of a share of Restricted Stock in accordance with the terms of the Plan and the applicable Award Agreement, the restrictions of Section 8(c) will cease to apply to the share. If a certificate with respect to the share was issued under Section 8(e), the Company will cause the delivery to the Participant of a certificate evidencing the share, free of the legend set forth in Section 8(e). However, the share may still be subject to restrictions on transfer as a result of applicable securities laws or pursuant to Section 14.
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(g)
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Effect of Termination of Employment. Unless the applicable Award Agreement provides or the Committee determines otherwise, if a Participant’s employment with the Company is terminated for any reason other than by the Company for Cause, Disability or death, all shares of Restricted Stock granted to the Participant that have not vested as of the date of the termination will immediately be forfeited and returned to the Company. The Company will not pay to the Participant any dividends previously paid on the shares and withheld by the Company in accordance with Section 8(d).
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(1)
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Unless the applicable Award Agreement provides or the Committee determines otherwise, if a Participant’s employment with the Company terminates on account of the Disability or death of the Participant, all shares of Restricted Stock granted to the Participant that have not vested prior to the date of the termination will immediately vest.
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(2)
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If a Participant’s employment is terminated for Cause, all shares of Restricted Stock granted to the Participant that have not vested prior to the date of the termination will immediately be forfeited and returned to the Company, together with any dividends credited on the shares by termination of any escrow arrangement under which the dividends are held or otherwise.
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9.
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(a)
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Vesting Date. On the grant of RSUs, the Committee will establish a Vesting Date or Vesting Dates with respect to the RSUs. The Committee may divide the RSUs into classes and assign a different Vesting Date for each class. If all conditions to the vesting of an RSU imposed under Section 9(d) are satisfied, subject to Section 11, the RSU will vest on the Vesting Date and shares of Stock will be delivered in accordance with Section 9(c).
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(b)
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Dividend Equivalents. Any Participant selected by the Committee may be granted Dividend Equivalents based on the dividends paid on the shares of Company Stock that are subject to any Award of RSUs, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award vests or expires, as determined by the Committee. Dividend Equivalents shall be withheld by the Company and credited to the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular RSU (and interest thereon, if applicable) shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalents and interest, if applicable, to the Participant upon settlement of such RSU and, if such RSU is forfeited, the Participant shall have no right to such Dividend Equivalents.
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(c)
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Benefit upon Vesting. Upon the vesting of an RSU, a Participant will be entitled to receive one share of the Company Stock subject to the RSU for each RSU not previously forfeited or terminated. Delivery of the share of Company Stock will occur on the date or dates specified in the applicable Award Agreement, and a Participant will have only the rights of a general unsecured creditor of the Company with respect to each RSU until delivery of the share is made as specified in the Award Agreement. Shares of Company Stock issued under this Section 9 may be subject to restrictions on transfer as a result of applicable securities laws or in accordance with Section 14.
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(d)
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Conditions to Vesting. On the grant of RSUs, the Committee will impose such restrictions or conditions to the vesting of the RSUs as it, in its absolute discretion, deems appropriate, including that one or more Performance Goals be achieved for a Performance Period. Any RSUs awarded to a Participant other than a non-employee director that vest solely on the basis of the passage of time (e.g., not on the basis of any performance standards) may not vest more quickly than ratably over three years from the date of grant. Any RSUs awarded to a non-employee director that vest solely on the basis of the passage of time may not vest sooner than six months from the date of grant. Notwithstanding anything contained in this Section 9(d) to the contrary, RSUs may vest sooner under any of the following
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(e)
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Effect of Termination of Employment.
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(1)
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Unless the applicable Award Agreement or the Committee determines otherwise, if the Participant’s employment with the Company terminates for any reason other than termination by the Company for Cause, “retirement” (as defined in the Award Agreement), Disability or death, all RSUs that have not vested, together with any Dividend Equivalents credited on the RSUs, will be forfeited.
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(2)
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Unless the applicable Award Agreement provides or the Committee determines otherwise, if a Participant’s employment with the Company terminates on account of the Disability or death of the Participant, or, other than in the case of a termination by the Company for Cause, at a time when the Participant is eligible for “retirement,” as defined in the Award Agreement, all RSUs granted to the Participant that have not vested prior to the date of the termination will immediately vest.
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(3)
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If a Participant’s employment is terminated by the Company for Cause, all RSUs granted to the Participant that have not vested as of the date of the termination will immediately be forfeited, together with any Dividend Equivalents credited on the RSUs.
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10.
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11.
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(a)
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To provide for either (i) termination of any Award in exchange for an amount of cash or other property, if any, equal to the amount that would have been attained upon the exercise of the Award or realization of the Participant’s rights, or (ii) replacement of the Award with other rights or property selected by the Committee in its sole discretion. Notwithstanding the previous sentence, if, as of the date of the occurrence of the transaction or event described in this Section 11, the Committee determines in good faith that no amount would have been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company without payment or replacement;
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(b)
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To provide that an Award be assumed by the successor or survivor corporation, or by a parent or subsidiary of the corporation, or be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or of a parent or subsidiary of the corporation, with appropriate adjustments as to the number and kind of shares and prices;
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(c)
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To provide that an Award may be exercisable or payable or fully vested with respect to all or a portion of the shares covered by the Award, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; or
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(d)
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To provide that an Award cannot vest, be exercised or become payable after the transaction or event.
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12.
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13.
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14.
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15.
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16.
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(a)
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The Company is under no obligation to effect the registration under the Securities Act of 1933 of any interests in the Plan or any shares of Company Stock to be issued under the Plan, or to effect similar compliance under any state laws. Notwithstanding anything in the Plan to the contrary, the Company is not obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock under the Plan unless and until the Company is advised by its counsel that the issuance and delivery of the certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which shares of Company Stock are listed. Certificates evidencing shares of Company Stock issued under the Plan may bear such legends as the Committee or the Company, in its sole discretion, deems necessary or desirable to ensure compliance with applicable securities laws.
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(b)
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The transfer of any shares of Company Stock under the Plan will be effective only at such time as counsel to the Company has determined that the issuance and delivery of the shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which shares of Company Stock are listed. The Committee may, in its sole discretion, defer the effectiveness of any transfer of shares of Company stock under the Plan in order to allow the issuance of the shares to be made in accordance with registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Company will inform the Participant in writing of the Committee’s decision to defer the effectiveness of a transfer. During the period of such a deferral in connection with the exercise of an Option, the Participant may, by written notice, withdraw the exercise and obtain the refund of any amount paid with respect to that exercise.
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(c)
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It is intended that the Plan be applied and administered in compliance with Rule 16b-3. If any provision of the Plan would be in violation of Rule 16b-3 if applied as written, that provision will have no effect as written and will be given effect so as to comply with Rule 16b-3, as determined by the Committee. The Committee is authorized to amend the Plan and to make any modifications to Award Agreements to comply with Rule 16b-3, as it may be amended from time to time, and to make any other amendments or modifications deemed necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.
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17.
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18.
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19.
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20.
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21.
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22.
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23.
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24.
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25.
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26.
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27.
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28.
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29.
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30.
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