Delaware
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1-14287
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52-2107911
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.10 per share
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LEU
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01 |
Financial Statements and Exhibits
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(d) |
Exhibits.
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Exhibit
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Description
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Executive Incentive Plan dated April 8, 2022
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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Centrus Energy Corp.
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Date
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April 8, 2022
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By:
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/s/ Philip O. Strawbridge
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Philip O. Strawbridge
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Senior Vice President, Chief Financial Officer,
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Chief Administrative Officer and Treasurer
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I. |
ANNUAL INCENTIVE AWARDS
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A. |
Target Awards – The performance period for an Annual Award each year shall be the period from January 1 through December 31 of the year. Individuals who become participants in the Plan
during the performance period will have their Target Annual Award (defined below) prorated to reflect their participation date. The proration will be calculated based on the participant’s number of days of Plan eligibility during the
applicable performance period, divided by the days in the applicable performance period.
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II. |
ESTABLISHING GOALS
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A.
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Corporate Goals – Company-wide goals (“Corporate Goals”) shall be approved by the Committee each year, on or before March 30 of each year for which the goals apply.
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B. |
Certification of Performance – Following the completion of the performance period for the Annual Award, the CEO will review the achievement of the Corporate Goals and will recommend to the Committee a proposed level of performance,
with appropriate supporting documentation. The Committee will determine a final level of achievement for each goal and certify an overall level of performance on the Corporate Goals.
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C. |
Final Award – The participant’s individual Target Annual Award will be multiplied by the achievement level of the Corporate Goals as certified by the Committee. This will establish the participant’s “Final Target Award.”
Management will then, based on its assessment of the participant’s performance throughout the year, determine each participant’s final Annual Award as percentage (0%-200%) of the Final Target Award for the individual.
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The CEO will review and approve the final performance rating for each participant/officer.
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The Committee will review and approve the performance rating for the CEO and each other officer.
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III. |
TIME AND FORM OF PAYMENT
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A. |
Annual Awards will be paid only following the Committee’s certification of the level of attainment of the applicable Corporate Goals, and except as expressly provided in Section I of “Plan Administration”, such payment will be
conditioned on the participant’s continued employment with the Company on the payment date.
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B. |
Such awards, when earned, will be paid in cash in a lump sum, subject to applicable withholding and subject to Section 19.1 of the Equity Incentive Plan, including any compensation recovery or “clawback” policy the Company may have in
effect at the time the Award is paid.
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C. |
Payment of Annual Awards, to the extent earned, will be made as soon as practicable after the Committee’s certification of the level of attainment of the applicable Corporate Goal(s) after the end of the applicable performance period.
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I. |
PLAN DESIGN/PERFORMANCE PERIOD
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II. |
TIME AND FORM OF PAYMENT
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A. |
Other Equity Denominated Awards. Under the terms of the Equity Incentive Plan, the Committee may authorize an award of equity to individuals. Such an award may be in any form of equity identified in the Equity Incentive
Plan. This includes restricted stock, restricted stock units, share appreciation rights, performance shares or stock options. Incentives tied to the issuance of Centrus common stock upon the achievement of performance metrics
increases the alignment between management and shareholders. The minimum vesting period for any award shall be one year from the date of grant of the award.
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B. |
Settlement of the Award. Settlement of any awards of shares, notional shares, restricted stock, or restricted stock units will be settled on 1) the last day of the applicable performance period or 2) in the event that a
performance threshold condition to vesting is established by the Committee at the time of grant, then following the Committee’s certification of the satisfaction of the achievement of the performance threshold. Settlement of any awards
of share appreciation rights shall be made following the Committee’s certification of the ending share price.
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C. |
Unrestricted Shares. Should all or a portion of the award be made in the form of Centrus common stock, these shares would be unrestricted upon issuance, subject to applicable securities laws, and become taxable to the
participant at the time of receipt of the shares.
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I. |
EFFECT OF TERMINATION OF SERVICE
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A. |
Death or Disability. If a participant’s employment is terminated due to Death or Disability (as defined in Section 409A of the Code) prior to payment of an Annual Award or Long-Term Award, the participant (or beneficiary, in
the case of Death) will be entitled to payment of a pro-rated portion of the applicable Annual Award or Long-Term Award.
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1. |
The amount payable under the Plan shall be the amount of the award that would have been paid based on actual performance had the participant remained actively employed, multiplied by the Pro-Ration Fraction. The pro-rated Award shall be
paid subject to the participant’s execution (without revocation) of a general release of claims in substantially the form provided under the Company’s Executive Severance Plan.
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2. |
The pro-rated Award shall be paid at the same time and using the same performance results and stock calculation as Awards paid to participants who remain actively employed by the Company, multiplied by the Pro-Ration Fraction.
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3. |
For this purpose, “Retirement” is defined as having met the age and service requirements to qualify for an unreduced benefit under the Employees’ Retirement Plan of Centrus Energy Corp., regardless of whether the individual was a
participant in that plan at the time of his or her retirement.
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B. |
Other Termination of Employment – If the participant incurs a termination of employment for any other reason (not set forth above) prior to payment of an Annual Award or a Long-Term Award, including a voluntary termination
of employment without Good Reason, or termination for Cause, such unpaid Awards will be forfeited.
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C. |
Change in Control – Notwithstanding anything herein or the Executive Severance Plan to the contrary, if a participant’s employment is involuntarily terminated by the Company other than for Cause or is terminated by the
participant for Good Reason, in either case within three months prior to or within one year following a Change in Control (as defined in the Equity Incentive Plan), the Committee will immediately vest and pay out (i) the Annual Award on
the 60th day following such termination as though the applicable Performance Goal(s) had been achieved at the target level and (ii) the Long-Term Awards on the regular payment dates based on actual performance through the end
of the applicable Performance Period, and multiplied by the Pro-Ration Fraction. Awards will be paid on the date when all other awards are paid. The payment of any such Award shall be subject to the participant’s execution (without
revocation) of a general release of claims in substantially the form provided under the Company’s Executive Severance Plan. For purposes of this Plan, “Good Reason” shall have the same meaning defined for that term in the participant’s
Change in Control Agreement.
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II. |
OTHER ADMINISTRATIVE MATTERS
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A. |
Stock Ownership Guidelines – As provided in the Company’s Stock Ownership Guidelines, a participant’s Annual Award or Long-Term Award may be paid in stock to address any failure to meet the stock ownership guidelines.
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B. |
409A Matters
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1. |
Notwithstanding anything to the contrary in this Plan, Annual Awards payable under this Plan are intended not to be deferred compensation within the meaning of Section 409A of the Code, and the Plan will be administered and interpreted
to be consistent with that intention. Annual Awards that are earned will be made as soon as practicable after the Committee’s certification of the level of attainment of the applicable Performance Goal(s) after the end of the applicable
Performance Period, but in no event later than the 15th day of the third month after the later of the last day of the calendar year or the last day of the fiscal year in which they are earned.
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2. |
Long-Term Incentive Awards shall be treated as deferred compensation within the meaning of Section 409A of the Code, and this Plan will be administered and interpreted to be consistent with that intention. In that regard, in the event
that the participant is a “specified employee” within the meaning of Section 409A at the time of the termination (other than due to death), then notwithstanding anything contained in this Plan to the contrary, the Long-Term Incentive Award
shall be delayed and paid on the first business day following the date that is six months following the date of participant’s termination of employment, or earlier upon such participant’s death. Each payment payable under this Plan that is
considered to be deferred compensation subject to Code Section 409A is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
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C. |
Effect of Awards on Other Benefits – An Annual Award, to the extent earned, but not a Long-Term Award, will, as reasonably determined by the Committee in good faith, be considered in the definition of pay used to determine,
as applicable: (1) the participant’s severance benefits under the Centrus Energy Executive Severance Plan or any other severance plan in which he or she participates, (2) the participant’s severance benefits under his or her Change in
Control agreement with the Company, and (3) the GVUL executive life insurance benefit administered through MetLife. Except as provided above in this section, amounts payable to any participant under the Plan shall not be taken into
account in computing the participant’s compensation for purposes of determining any pension, retirement, death or other benefit under a pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company,
except as such other plan or agreement shall otherwise expressly provide.
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D. |
Participants Joining the Plan After the Effective Date – In certain cases a participant may join this Plan during the course of the Performance Period (either as a participant in the Annual Award, the Long-Term Award or
both). Those individuals will be treated as partial participants as outlined below.
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1. |
If an employee becomes eligible to participate in the Annual Award and/or the Long-Term Award after the Effective Date either through promotion or by subsequent hiring by the Company, the employee’s Target Annual Award or target
Long-Term Award will be established by the Committee, which will be multiplied by the Pro-ration Fraction (days of Plan eligibility divided by days in the Plan Year).
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2. |
If an employee is promoted and by that promotion is eligible to participate in this Plan at a higher Target Annual Award level, then his or her award shall be prorated based on the amount of time as a participant at each level (prior and
new) and the base salary used in the calculation of any award shall be the salary in place while participating at each level. The sum of the two pro-rations will equal the participant’s revised Target Annual Award.
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E. |
If, due to special circumstances, an employee who is not Vice President level or higher and who is not subject to Section 16 of the Securities Exchange Act of 1934 becomes eligible to participate in the Plan, the applicable target
percentage of base salary for such individual will be determined by the CEO, as approved by the Committee, but will not exceed the maximum target percentage for the Vice President level as shown in the Target Participation Chart. Any
awards earned will be pro-rated, as previously described.
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