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Share Name | Share Symbol | Market | Type |
---|---|---|---|
L3 Technologies, Inc. | NYSE:LLL | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 245.17 | 0.00 | 01:00:00 |
DELAWARE
|
001-37975
|
13-3937436
|
||
(State or other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
600 THIRD AVENUE, NEW YORK, NEW YORK
|
10016
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Emerging growth company |
☐
|
Item 1.01 |
Entry into a Material Definitive Agreement.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
|
· |
As described in the “Governance” section above, from the closing of the Merger Mr. Kubasik will serve as the Vice-Chairman, President and Chief Operating Officer of the
combined company through the second anniversary of the closing of the Merger or, if earlier, the date that the Harris CEO ceases to serve as the Chief Executive Officer of the combined company, at which point Mr. Kubasik will become the
Chief Executive Officer of the combined company. On the third anniversary of the closing of the Merger, Mr. Kubasik will become Chairman of the combined company.
|
|
· |
Beginning at the closing of the Merger, Mr. Kubasik will receive a base salary of $1,450,000 per year, annual target bonus opportunity of $2,500,000, and long-term
incentive compensation having a grant date fair value $10,250,000 per year. In all cases, the compensation elements provided to Mr. Kubasik will be no less than the corresponding amounts provided to the Harris CEO.
|
|
· |
After the closing of the Merger, Mr. Kubasik will receive a one-time integration award of performance stock units with a target value of $2,500,000 (subject to certain
performance-based multipliers) and performance-based non-qualified stock options with a grant date value of $5,000,000 and a ten-year term. The performance stock units and options generally vest at the end of three years, subject to
continued employment and achievement of performance goals.
|
|
· |
The protection period under which Mr. Kubasik will be covered by L3’s Amended and Restated Change in Control Severance Plan (the “
CIC Plan
”) will be extended until the fourth anniversary of the closing of the Merger, in the event of his termination without “cause” or for “good reason” (as defined in the CIC Plan).
|
|
· |
In the event of his termination without cause or for good reason, Mr. Kubasik’s outstanding options (other than those granted as part of the integration award) and
restricted stock units will become fully vested, exercisable and payable, as applicable, and options will remain exercisable for their full remaining term. Outstanding performance stock units (other than those granted as part of the
integration award) remain outstanding and eligible to vest for the remainder of the performance period. The integration award will remain outstanding and eligible to vest as to all or a portion of the award based on the date of
termination and applicable performance. The integration award options that vest will remain exercisable for their full term.
|
|
· |
The definition of “good reason” under the CIC Plan as applicable to Mr. Kubasik will be modified to include as “good reason” events: the failure to promote him to the
contemplated new roles upon and after the closing of the Merger; the failure of the Harris CEO to cease providing services to the combined company on or before the third anniversary of the closing of the Merger; or the combined
company’s material breach of the Letter Agreement. Mr. Kubasik will agree to a limited waiver of his “good reason” rights related to his contemplated relocation to Florida, certain across-the-board changes in employee benefits, and his
transition to the role of Vice Chairman, President and Chief Operating Officer at the closing of the Merger.
|
|
· |
The definition of “cause” under the CIC Plan as applicable to Mr. Kubasik will be modified to include as a “cause” event an act of misconduct in violation of certain
combined company policies or federal or applicable state law for discrimination or sexual harassment of subordinate employees that creates a material risk of meaningful harm to the combined company.
|
|
· |
Mr. Kubasik will also receive an additional payment of up to $1,250,000 for relocation-related expenses, with gross up of amounts taxed as ordinary income.
|
Item 9.01 |
Financial Statements and Exhibits.
|
Exhibit
Number
|
Description of Exhibit
|
Agreement and Plan of Merger, dated as of October 12, 2018, by and among Harris Corporation, L3 Technologies, Inc. and Leopard Merger Sub Inc.*
|
* |
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. L3 hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request
by the U.S. Securities and Exchange Commission.
|
L3 TECHNOLOGIES, INC.
|
|||
By:
|
/s/ Ann D. Davidson
|
||
Name:
|
Ann D. Davidson
|
||
Title:
|
Senior Vice President and
Chief Legal Officer
|
1 Year L3 Technologies, Inc. Chart |
1 Month L3 Technologies, Inc. Chart |
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