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Share Name | Share Symbol | Market | Type |
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FARO Technologies Inc | NASDAQ:FARO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.19 | 1.11% | 17.34 | 17.07 | 17.67 | 17.73 | 17.10 | 17.36 | 232,697 | 01:00:00 |
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Florida
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0-23081
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59-3157093
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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o
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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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Base salary
- An annual base salary of $700,000.
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Transition to short-term incentive plan
- Because Mr. Burger will not be eligible to participate in the Company’s short-term incentive plan for 2019, he will be eligible to receive a target bonus of 100% of his base salary, pro-rated for the number of days he is employed by the Company during 2019, provided that he remains employed by the Company on December 31, 2019 and conditioned upon his achievement of certain performance goals established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) and accepted in writing by Mr. Burger on April 5, 2019.
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Short
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term incentive plan
- Mr. Burger will be eligible to participate in the Company’s short-term incentive plan beginning in 2020, with a target payout of at least 100% of his base salary conditioned upon the Company’s achievement of the performance goals established by the Compensation Committee.
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Long-term incentive plan
- Mr. Burger will be eligible to receive annual grants under the Company’s long-term incentive plan beginning in 2020, with a target value of at least $2 million. Such grants are expected to be awarded in a combination of performance-vesting restricted stock units and time-vesting restricted stock units, in ratio of 50% and 50%, respectively.
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Sign-on equity grant
- Mr. Burger will be granted a one-time sign-on restricted stock unit award on June 17, 2019 with a target value of $3 million. This equity grant will be comprised of a combination of performance-vesting restricted stock units and time-vesting restricted stock units, in a ratio of 50% and 50%, respectively. One-third of the time-vesting restricted stock units will vest on each of the first, second and third anniversaries of the grant date. The performance-vesting restricted stock units will be earned based on how the Company’s total shareholder return, or TSR, compares to the TSR of the Russell 2000 Growth Index during the performance period from June 17, 2019 to June 17, 2022 (the “Relative TSR”). If the Company’s Relative TSR during the performance period is (i) at the 55% percentile, 100% of the target performance-vesting restricted stock units awarded will be earned and will vest; (ii) at or above the 80
th
percentile, 200% of the target performance-vesting restricted stock units awarded will be earned and will vest, provided that if the Company’s TSR for the performance period is negative, the maximum percentage that may be earned is 100%; (iii) at the 25
th
percentile, 25% of the target performance-vesting restricted stock units awarded will be earned and will vest; and (iv) below the 25
th
percentile, no performance-vesting restricted stock units will be earned. The percentage of performance-vesting restricted stock units that are earned will be interpolated if Relative TSR is between the 25
th
and 80
th
percentiles during the performance period.
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Signing bonus
- Mr. Burger will receive a one-time signing bonus equal to $500,000 payable in a lump sum in cash within 30 days following June 17, 2019. Mr. Burger will be required to repay the signing bonus if, prior to June 17, 2021: (i) he voluntarily terminates his employment with the Company other than for “good reason” (as defined in the Employment Agreement), (ii) the Employment Agreement expires as a result of his election not to renew the annual term of the Employment Agreement, or (iii) his employment is terminated by the Company for “cause” (as defined in the Employment Agreement).
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Relocation expenses
- Mr. Burger is entitled to receive reimbursement for the reasonable expenses he incurs in relocating to the Company’s headquarters location in Lake Mary, Florida. He will also be entitled to receive reimbursement for the reasonable expenses he incurs in returning to the U.S. West Coast if he is terminated by the Company without cause or the Company elects not to renew the annual term of the Employment Agreement.
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cash severance equal to the sum of (i) his annual base salary plus (ii) an amount equal to his target bonus for the annual performance period during which the date of termination occurs, pro-rated for the duration of the year that Mr. Burger was employed by the Company, payable in a lump sum cash payment within 90 days following the date of termination (provided that he has executed and not revoked a general release of claims and covenant not to sue in favor of the Company and complies with certain non-competition restrictions);
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accelerated vesting of any outstanding and unvested stock options and time-vesting stock-based awards;
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accelerated vesting of the target number of performance-vesting stock-based awards (other than stock options), pro-rated to reflect the portion of the performance period that had passed prior to Mr. Burger’s date of termination; and
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if Mr. Burger elects to continue coverage under the Company’s group health plans, reimbursement, on an after-tax basis, for the amount by which the premium for such coverage exceeds the amount paid by the Company for such coverage for similarly situated Company executives for a period of up to 12 months.
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Exhibit
Number
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Description
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10.1
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99.1
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FARO Technologies, Inc.
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April 9, 2019
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/s/ Jody S. Gale
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By:
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Jody S. Gale
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Its:
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Senior Vice President, General Counsel & Secretary
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1 Year FARO Technologies Chart |
1 Month FARO Technologies Chart |
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