UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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.
On May 20, 2024, CommScope, LLC, a subsidiary of CommScope Holding Company, Inc. (the “Company”), entered into a Long-Term Cash Incentive Award Agreement (collectively, the “Agreements”) with each of Charles L. Treadway, its President and Chief Executive Officer, and Kyle D. Lorentzen, its Executive Vice President and Chief Financial Officer. Pursuant to the terms of the Agreements, each of Mr. Treadway and Mr. Lorentzen is eligible to earn a cash incentive award equal to an amount of up to 40 basis points and 20 basis points, respectively, of the financial benefits to the Company derived from the successful execution of certain corporate and strategic initiatives in fiscal year 2024 (the “Performance Year”). The final amount of such awards, as determined by the Compensation Committee, will be paid in three equal installments in March 2025, September 2025, and March 2026 (or such later times as provided in the Agreements), conditioned on the executive’s continuous employment with the Company through such dates; provided that, in the event of the executive’s death or termination by the Company other than for “cause” (as defined in the Agreements) after the Performance Year, any earned but unpaid portion of the award will be paid to the executive (or his estate, as the case may be) in a single lump sum within sixty days following such event (or such later times as provided in the Agreements), conditioned upon the executive’s (i) execution and non-revocation of a release of claims within forty-five days following his termination date and (ii) continued compliance with the restrictive covenants in his severance protection agreement with the Company.
In addition, on May 20, 2024, CommScope, LLC entered into a Long-Term Cash Incentive Award Agreement with each of the other executive officers of the Company, including but not limited to Justin C. Choi, its Senior Vice President, Chief Legal Officer and Secretary, and Bartolomeo A. Giordano, its Senior Vice President, NICS, pursuant to which each of these other executives is eligible to earn a cash incentive award to be determined by the Compensation Committee based upon its assessment of management’s performance for the Performance Year in certain key strategic and financial objectives. The awards for these other executives have a stated target value ($950,000 for Mr. Choi and $600,000 for Mr. Giordano) and a potential payout rate from 0% to 150% of target based on the Compensation Committee’s assessment of management’s performance. The final amount of such awards, as determined by the Compensation Committee, will be paid in three equal installments in March 2025, September 2025, and March 2026 (or such later times as provided in the Agreements), conditioned on the executive’s continuous employment with the Company through such dates. These awards for other executives have the same provisions relating to termination of employment as the Agreements for Mr. Treadway and Mr. Lorentzen, as described above.
Item 9.01. Financial Statements and Exhibits
Exhibit. Description.
10.1 Form of Long-Term Cash Incentive Award Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 21, 2024
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COMMSCOPE HOLDING COMPANY, INC. |
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By: |
/s/ Justin C. Choi |
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Justin C. Choi Senior Vice President, Chief Legal Officer and Secretary |
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Exhibit 10.1
LONG-TERM CASH INCENTIVE AWARD AGREEMENT
This LONG-TERM CASH INCENTIVE AWARD AGREEMENT (the “Agreement”) is made and entered into this [●] day of [●], 2024, by and between CommScope, LLC (the “Company”), and [Employee Name] (“Executive”). For purposes of this Agreement, the Company and Executive are referred to collectively as the “Parties.”
RECITALS
In order to recognize Executive’s valuable leadership and contributions to the success of the Company, to provide Executive with an opportunity to earn additional compensation based on the Company’s achievement of performance objectives for fiscal year 2024 (the “Performance Year”) as described on the Appendix to this Agreement, and to encourage Executive’s continued commitment, dedication, and services to the Company following the Performance Year, the Company wishes to provide the long-term cash incentive opportunity to the Executive, as provided in this Agreement.
Accordingly, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Effectiveness. This Agreement shall be effective as of the date first written above (the “Effective Date”).
2. Long-Term Cash Incentive Award Opportunity.
(a) Subject to the terms and conditions of this Agreement, Executive shall have the opportunity to receive a cash incentive award as determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) in accordance with the Appendix to this Agreement, subject to withholding for taxes and other similar items. Any long-term cash incentive award amount earned by Executive pursuant to this Agreement and the Appendix hereto (the “Earned Amount”) shall be paid to Executive in approximately equal installments in March 2025, September 2025, and March 2026, or as otherwise provided in the Appendix to this Agreement, in each case conditioned upon Executive’s continuous employment with the Company through such dates, subject to Section 3.
(b) The Parties agree that any Earned Amount paid to Executive is over and above any payments to which Executive may otherwise be eligible to receive.
3. Termination of Employment.
(a) In the event that, prior to the full payment of the Earned Amount, (i) Executive terminates his/her employment with the Company, whether by resignation, retirement or otherwise, or (ii) the Company terminates Executive’s employment for Cause (as such term is defined in Executive’s Severance Protection Agreement with the Company), then Executive shall not be entitled to payment of any then-remaining installments of the Earned Award.
(b) In the event that, following the end of the Performance Year but prior to the full payment of the Earned Amount, (i) Executive’s employment with the Company is terminated by the Company for any reason other than Cause, or (ii) Executive dies, and (iii) on the date of such termination or death no grounds exist for the Company to terminate Executive’s employment for Cause, then, except as otherwise provided in the Appendix to this Agreement, the Company shall pay Executive (or Executive’s estate, as the case may be) any then-remaining installments of the Earned Amount, payable in a lump sum within sixty (60) days following the earlier of the date of such termination (the “Termination Date”) or the date of Executive’s death, as the case may be. Other than in the event of Executive’s death, the payment of any portion of the Earned Amount pursuant to this Section 3(b) shall be contingent upon (i) Executive executing, within forty-five (45) days after the Termination Date, a full general release of claims and covenant not to sue in a form provided by the Company (the “Release Agreement”) and not revoking such Release Agreement within any revocation period specified in the Release Agreement, and (ii) Executive’s continued compliance with the restrictive covenants contained in Executive’s Severance Protection Agreement with the Company in accordance with the terms thereof. The Release Agreement shall be provided to the Executive within five (5) business days following the Termination Date.
(c) The Parties agree that this Agreement does not create any rights in Executive beyond the potential right to payment of any long-term cash incentive award amount that may be earned hereunder. The award opportunity provided herein should be viewed as an indication of the Company’s confidence in and appreciation of Executive’s abilities and contributions, and as an additional form of compensation to meet a special purpose. Any Earned Amount will be in addition to any other compensation or benefits that Executive may otherwise be eligible to receive from the Company and is not a permanent or recurring element of Executive’s compensation at the Company, nor will it impact any other element of compensation for which Executive may otherwise be eligible.
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[signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Retention Agreement.
Executive
Date:
CommScope, LLC
By:
Name:
Title:
Date:
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