award will vest in four equal annual installments at the end of each calendar year (beginning on December 31, 2016), provided that all remaining unvested amounts of the award will
immediately vest in the event Dr. Minks employment is terminated without Cause or with Good Reason or in the event that her employment agreement is not renewed by the Company and expires before the final vesting date. Pursuant to her
employment agreement, on December 14, 2015, Dr. Mink also received 68,269 restricted shares, which vest in three annual equal installments beginning on December 31, 2016, subject to certain vesting and forfeiture provisions, and
options covering 55,195 shares, which vest in three equal annual installments beginning on December 31, 2016. On April 1, 2016, Dr. Mink received 8,863 restricted shares and options covering 83,152 shares (with the same vesting terms
as the December 2015 grants), which grants replaced the portion of her December 2015 grant represented by performance shares, so that her entire 2016 LTI award, consistent with the 2016 LTI awards of all other employees, now consists solely of
restricted shares and options.
In addition, her employment agreement also provides for certain payments and benefits in the
event of a termination of Dr. Minks employment under specific circumstances. If, during the term of her employment agreement, her employment is terminated by Innophos other than for Cause, or by reason of her death or disability, or the
agreement is terminated by Dr. Mink for Good Reason, or in the event of
non-renewal
of the employment agreement by the Company, she would be entitled to (1) continuation of her base salary and
payment of short-term performance bonus at the rate in effect immediately prior to the termination date for 24 months following the termination date (or if the termination occurs during the initial term, for the greater of 24 months or the balance
of the initial term), (2) continuation of coverage under Innophos welfare benefits that she would otherwise be eligible to receive as an active employee of Innophos for 24 months following the termination date, (3) vesting of long term
incentive awards as if she had remained an active employee of Innophos for 24 months following the termination date, (4) if terminated prior to December 31, 2018, receipt of LTI awards that would have been granted prior to
December 31, 2018 had she remained an active employee through such date, (5) the vesting of the unvested balance of the restricted stock unit award as noted above, and (6) a bonus for the portion of the year prior to the termination
date.
The agreement has so called double trigger
change-in-control
provisions designed to avoid distraction potentially detrimental to stockholder value and to enhance protection for the executives covering events
affecting the Company, the future outcomes of which cannot be predicted. In the event
non-Cause
or Good Reason terminations of the executives employment occur, or in the event of
non-renewal
of the employment agreement, during a period extending from six months prior to, through two years following, a
Change-in-Control
(as defined), the severance and other coverage periods are increased to 36 months, and payment of the severance amounts in lump sum is
required.
The employment agreement also provides confidentiality, proprietary rights,
non-solicitation
and
non-competition
provisions governing the Companys and executives relative rights as to those matters. To protect the Companys
business, these include
non-solicitation
and
non-competition
restrictions generally for a period of 24 months from date of termination. The protective covenant
provisions may be enforced by the Company through equitable remedies in court, such as injunctions, in contrast to the general procedure of enforcing the agreements through arbitration.
Innophos has agreed to indemnify Dr. Mink against certain liabilities or claims that may arise by reason of her employment by or
service to Innophos, including indemnity and expense advancement for expenses or liabilities incurred as a result of any proceeding against her in her capacity as a director or officer.
Mr. Kieftenbeld
Mr. Kieftenbeld entered into an executive
employment agreement with the Company, effective April 1, 2016, which was filed as an exhibit to the Companys Annual Report on Form
10-K.
The agreement, which terminated in connection with Mr. Kieftenbelds termination of employment, had an initial term through
December 31, 2017 and included an automatic renewal feature for
one-year
terms thereafter,
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