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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Federal Signal Corp | NYSE:FSS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-3.88 | -4.56% | 81.30 | 84.62 | 80.27 | 83.20 | 745,520 | 22:30:00 |
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Delaware
|
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001-6003
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36-1063330
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(State or other jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
1415 W. 22nd Street, Oak Brook, Illinois
|
|
60523
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(Address of principal executive offices)
|
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(Zip Code)
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|
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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•
|
Subject to Mr. Martin’s compliance with certain post-employment conditions as outlined within the Agreement, including three-year non-competition and non-solicitation provisions, vesting of 31,075 and 19,747 performance-based restricted stock units (“PSUs”) originally granted in 2015 and 2016, respectively, will be accelerated. The number of PSUs subject to acceleration correspond to the number of PSUs reflective of Mr. Martin’s pro-rata employment during the performance period (i.e., the number of full months of Mr. Martin’s employment during the applicable performance period divided by 36, the number of months contained in the applicable performance period). The remaining 15,537 PSUs originally granted in 2015, and 39,494 PSUs originally granted in 2016, will be forfeited. The PSUs subject to accelerated vesting shall be earned, if at all, based on actual performance through the end of the applicable three-year performance period, which is the three-year period ending on December 31, 2017 for the PSUs originally granted in 2015 and the three-year period ending on December 31, 2018 for the PSUs originally granted in 2016. If applicable, any earned PSUs will be distributed consistent with the terms of the original award agreements, at the same time as other 2015 and 2016 PSU award recipients, in January 2018 and 2019, respectively.
|
•
|
Stock options originally granted in 2014, 2015 and 2016 that have not yet vested shall continue to vest in accordance with the original terms of the awards, conditional upon Mr. Martin’s continued service as a Company director. In the event that Mr. Martin vests in these options, such options shall remain exercisable for the shorter of their original expiration date or for a period of five years after the date that Mr. Martin ceases to serve as a Company director.
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•
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Stock options originally granted in 2013, 2014 and 2015 that have previously vested will remain exercisable for the shorter of their original expiration date or for a period of five years after the date that Mr. Martin ceases to serve as a Company director. Stock options originally granted in 2010, 2011 and 2012 that have previously vested will remain exercisable for the shorter of their original expiration date or for a period of three years after the date that Mr. Martin ceases to serve as a Company director.
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•
|
Mr. Martin will continue to be eligible to receive a cash bonus under the Company’s Short-Term Incentive Bonus Plan (“STIP”) relating to 2016 performance. Any STIP payment will be calculated and paid, if at all, pursuant to the terms of the STIP based on actual performance in a manner consistent with other eligible STIP recipients in or around March 2017.
|
Item 9.01
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Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
|
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99.1
|
Separation Agreement and General Release, effective January 8, 2017, by and among Dennis J. Martin and Federal Signal Corporation
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FEDERAL SIGNAL CORPORATION
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|
|
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Dated: January 11, 2017
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By:
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/s/ Brian S. Cooper
|
|
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Senior Vice President and Chief Financial Officer
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Exhibit Number
|
|
Description
|
Exhibit 99.1
|
|
Separation Agreement and General Release, effective January 8, 2017, by and among Dennis J. Martin and Federal Signal Corporation
|
1 Year Federal Signal Chart |
1 Month Federal Signal Chart |
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