Business Context and Reporting Period
This Form 8-K Current Report was filed by Curtiss-Wright Corporation on October 16, 2006. The report discloses the entry into a material definitive agreement regarding executive compensation.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to the valuation of a specific executive compensation grant:
- Grant Value: Equivalent to $1,000,000 based on the closing stock price on September 26, 2006.
- Grant Quantity: 31,948 Restricted Stock Units (RSUs).
Material Changes
The material change reported is the execution of a Restricted Stock Unit Retention Agreement with Dave Adams, Vice President of Curtiss-Wright Corporation and President of Curtiss-Wright Controls, Inc. This agreement was approved by the Board of Directors on September 26, 2006, and executed on October 16, 2006.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, outlook, or general management commentary regarding company operations. Specific terms of the retention agreement include:
- Vesting Schedule: The entire grant vests on October 12, 2016, contingent upon Mr. Adams remaining employed and not being terminated for "Cause."
- Conversion Options: Mr. Adams may elect to convert units to common stock or defer conversion (up to 5 years) on or before December 31, 2015.
- Accelerated Vesting: Immediate vesting and conversion occur upon death, disability, or a Change in Control.
- Anti-Dilution: Adjustments apply in events of recapitalization, reorganization, merger, or stock split.
Investor Verification Checklist
- Verify the exact vesting conditions and definition of "Cause" in the full text of Exhibit 10.1.
- Confirm the impact of this $1,000,000 grant on the company's future compensation expense recognition.
- Review the company's long-term incentive program rules referenced in the agreement.
- Check for any subsequent filings regarding the conversion or forfeiture of these units.