Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Long-Term Incentive Program. On January 20, 2021, the Compensation Committee
(the "Committee") of the Board of Directors of SYNNEX Corporation (the
"Company") granted under the Company's annual long-term incentive ("LTI")
program performance-based restricted stock units ("RSUs") to the following
executive officers (each, an "Officer") with the following targets:
2021-2022 LTI Program 2021-2023 LTI Program
Number of Shares Number of Shares
Officer Underlying RSU Underlying RSU
Dennis Polk 7,947 7,947
Michael Urban 4,823 4,823
Peter Larocque 4,735 4,735
Marshall Witt 2,740 2,740
In order to allow for vesting of 200% of the target performance-based RSUs (the
maximum amount possible pursuant to the vesting criteria discussed below), each
executive officer is granted a number of performance-based RSUs equal to two
times the target grant above. Due to the then pending spin-off of the Concentrix
business from the Company, the Committee did not approve a 2020-2022 long-term
incentive program during last year. Since the spin-off occurred on December 1,
2020 and to account for last year, the Committee has approved a 2021-2022 LTI
program along with the 2021-2023 LTI program. There are separate performance
measures and metrics for each LTI program.
The RSUs under either program will vest based upon (1) the achievement, on a
cumulative basis, of the applicable minimum threshold financial performance
measure based on a formula derived from earnings per share ("EPS Formula")
target performance and (2) the achievement of an average return on invested
capital ("ROIC") target performance, with both performance metrics measured over
a two-year period ending November 30, 2022 or a three-year period ending
November 30, 2023, as applicable. The minimum threshold EPS Formula target
performance percentage is 75% and the maximum target performance percentage is
166.7% for each Officer under each program. The actual number of RSUs, if the
applicable minimum threshold EPS Formula percentage is met, will vest on a
sliding scale of the EPS Formula target performance percentage actually
achieved. The resulting number of shares that will vest under either program
based on the EPS Formula metric will then be adjusted by a percentage increase
or decrease corresponding with SYNNEX' performance as measured by the ROIC
performance percentages, but in no event will an Officer be entitled to receive
more than the number of shares set forth in the table above (the "Maximum
Amount"). If the minimum threshold EPS Formula target performance is not
achieved, no RSUs will vest, regardless of the achievement of the ROIC
performance.
At 100% target EPS Formula and ROIC performance, the Officers' RSUs will vest as
to 50% of the Maximum Amount. Any unvested shares underlying the RSUs will not
vest and will be canceled. In addition, the vesting of the RSUs is contingent
upon the Officer still being employed by SYNNEX on the date of vesting. In the
event of an Officer's death prior to the vesting date, SYNNEX will transfer to
such Officer's estate the number of shares that would have vested on or prior to
such Officer's death.
Offer Letter/Amendment. On January 25, 2021, the Company and Dennis Polk,
President and Chief Executive Officer of the Company, entered into an amendment
to Mr. Polk's January 4, 2018 offer letter, outlining the terms of the vesting
of his unvested equity awards in the event that he terminates his employment
with the Company for a reason other than for cause (as such term is defined in
the amendment), disability (as such term is defined in the amendment) or death.
The amendment provides for the acceleration to the termination date of the
vesting of eighty percent (80%) of his unvested equity awards, except any
unvested long-term performance-based RSU awards and any unvested equity grant
awards with an effective date less than three (3) months prior to termination,
subject to conditions outlined in the amendment. The foregoing description of
the amendment to Mr. Polk's offer letter is qualified in its entirety by
reference to the full text of the Amendment to Offer Letter, which is filed
hereto as Exhibit 10.1 and is incorporated herein by reference.
Also on January 25, 2021, the Company and Peter Larocque, President, North
America Technology Solutions of the Company, entered into an offer letter, which
outlines the terms of the vesting of his unvested equity awards in the event
that he terminates his employment with the Company on or after December 1, 2023
for a reason other than cause (as such term is defined in the letter),
disability (as such term is defined in the letter) or death. The letter provides
for the acceleration to the termination date of the vesting of all of his then
unvested equity grant awards, except any unvested long-term performance-based
RSU awards and any unvested equity grant awards with an effective date less than
three (3) months prior to termination, subject to conditions outlined in the
letter. The letter also contains certain restrictive covenants, including a
non-competition and confidentiality provision, for the benefit of the Company.
The foregoing description of Mr. Larocque's offer letter is qualified in its
entirety by reference to the full text of the Offer Letter, which is filed
hereto as Exhibit 10.2 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Document
10.1 Amendment to Offer Letter dated January 4, 2018, by and between
SYNNEX Corporation and Dennis Polk
10.2 Offer Letter dated January 25, 2021, by and between SYNNEX
Corporation and Peter Larocque
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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