SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 November 4, 2020, the Compensation and Management Development Committee of the Board of Directors of Meritor, Inc. (the Company) approved a special retention award payable to Carl D. Anderson II, Senior Vice President and Chief Financial Officer, upon satisfaction of specified conditions. Pursuant to the special retention letter granting the award (the Special Retention Letter), Mr. Anderson will be entitled to a one-time cash payment of $287,500 provided he continues to be employed by the Company through December 15, 2021. The Special Retention Letter also provides for the awards payment or forfeiture under certain other circumstances.
The foregoing description of the special retention award is qualified in its entirety by reference to the full text of the Special Retention Letter filed as Exhibit 10-a to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
|10-a||Special Retention Letter dated November 4, 2020.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|Date: November 9, 2020||By:||/s/ Hannah S. Lim-Johnson|
|Hannah S. Lim-Johnson|
|Senior Vice President, Chief Legal Officer &|
|Date:||November 4, 2020|
|To:||Carl Anderson||From:||Jay Craig|
|Subject:||Special Retention Arrangement|
Your past contributions have been key to the success of Meritor. The future holds both significant challenges and opportunities. In order to reach our potential, I consider it essential to retain key contributors. As a result, Meritor has determined that appropriate steps should be taken to reinforce and encourage your continued employment with Meritor and any successor companies (the “Company”). Accordingly, this letter of understanding (“Letter”) to be effective November 4, 2020 (“Effective Date”) outlines a retention payment to which you will be entitled provided that the terms and conditions set forth below are met.
I. Retention Award
Subject to the provisions of Part II of the Letter, an award in the form of a retention payment, shall be made as follows subject to the provisions outlined below:
|December 15, 2021||$287,500|
*payments will be made on the next possible paycheck following the payment date
II. Terms and Conditions
By this Letter, the Company is by no way offering a permanent contract or guarantee of future employment with the Company. It is our expectation that in order to be eligible to receive this payment you will be employed through the payment date set forth in this Letter. Except as provided in the schedule below, the award described in Part I of this Letter is conditioned upon and subject to your continuous and uninterrupted employment with the Company described above. Should your employment with the Company terminate prior to the payment date, the following rules shall apply:
Voluntary Termination In the event you voluntarily terminate your employment from the Company and/or any of its subsidiaries prior to the payment date, this Letter and associated payment shall be forfeited.
Termination for Cause In the event your employment is terminated for Cause, defined as continued and willful failure to perform duties; gross misconduct which is materially and demonstrably injurious to the Company; or conviction of or pleading guilty or no contest to a (a) felony or (b) other crime which materially and adversely affects the Company, the payment contemplated by this Letter shall be forfeited.
Death In the event of your death prior to the payment date, the retention payment will be paid on a prorated basis based on active time worked.
Involuntary Termination (Layoff) In the event your employment is terminated by the Company for any reason other than for cause, death or disability, your payment will be paid on a prorated basis based on active time worked.
Total and Permanent Disability In the event you suffer a Total and Permanent Disability, as that term is defined in the Company’s Long Term Disability Plan, the payment will be made on a prorated basis based on active time worked.
Change in Control In the event of a Change in Control of the Company, as that term is defined the Company’s By-Laws, this Letter shall continue in full force and effect and shall be binding on any and all successors.
The above payment as well as the terms and conditions were also approved by the Compensation Committee of the Board of Directors on November 4, 2020. Please acknowledge your receipt of this Letter and return a signed copy of this letter to the undersigned.
|By:||/s/ Jay Craig||11/4/2020||/s/ Carl Anderson||11/4/2020|
CEO & President