STANDEX INTERNATIONAL CORPDE
For the period ended Oct 22, 2024. Filed Sep 6, 2024.
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Oct 22, 2024 · Filed Sep 6, 2024
Contents
20 2024 Proxy Statement
| ► | A participant’s then-outstanding stock options and SARs that are not vested and are subject to attaining certain performance measures shall immediately become vested and exercisable as of the date of the CIC. Where performance measures provide for a range of payouts, the number of shares that shall vest is based on the higher of (i) actual performance through the date of the CIC, or (ii) target performance. No payment shall be made if the exercise price exceeds the value of the consideration received by the participant as a result of the CIC. |
| ► | All other awards subject to attaining certain performance measures shall immediately vest and be settled based on the higher of (i) actual performance through the date of the CIC, or (ii) target performance. |
Unless otherwise provided in an award agreement or any special plan document or separate agreement with a participant governing an award, if there is a change in control of the Company and a qualifying Replacement Award is provided to the participant, the participant shall not receive any automatic vesting or acceleration of the Replaced Award, as defined in the OIP. However, if a participant’s employment is involuntarily terminated other than for cause after such a change in control, then a participant’s Replacement Award in the form of:
| ► | stock options or SARs shall become fully exercisable; |
| ► | performance-based awards shall be deemed to be fully satisfied at the target level and be paid within 60 days of the termination; and |
| ► | service-based awards shall become fully vested and paid within 60 days of the termination. |
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