Effective Date; Stockholder Approval from Executive Bonus Plan
Effective Date; Stockholder Approval. The Company has entered into a Separation and Distribution Agreement with Former Parent (the "Separation Agreement"), which provides for a "Distribution" (as defined in the Separation Agreement), by which Former Parent will separate into two separate, publicly traded companies, the Company and Former Parent. Until the Distribution, the Company is a wholly owned subsidiary of Former Parent. The Plan was approved by Former Parent, as the sole shareholder of the Company, and by the Board, on May 18, 2016. The Plan shall be effective as of such approval date. After the Distribution, the Plan (or the material performance goals therein) shall be submitted to the stockholders of the Company for approval at a Company stockholder meeting, which meeting shall meet the timing requirements of Code Section 162(m) in order to ensure that Incentive Awards qualify as "performance-based" compensation under Code Section 162(m). The ongoing effectiveness of the Plan after such meeting is subject to stockholder approval.