Business Context and Reporting Period
Company: Universal Display Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: March 19, 2010 (Earliest event reported: March 18, 2010)
Context: The filing discloses the adoption of a Supplemental Executive Retirement Plan (SERP) and the grant of stock awards to specific executive officers.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes and Compensation Details
Supplemental Executive Retirement Plan (SERP)
- Adoption Date: March 18, 2010; Effective April 1, 2010.
- Eligibility: Steven Abramson, Sidney Rosenblatt, Julia Brown, Janice Mahon, Michael Hack, and other selected employees. Sherwin Seligsohn is excluded.
- Benefit Structure:
- Participants in the 50% benefit class (Abramson, Rosenblatt, Brown, Mahon, Hack) may receive 50%, 25%, or 15% of annual base salary for life upon resignation/termination without cause at age 65 with 20 years of service.
- Prorated benefits apply for 15 years of service or termination due to disability.
- Benefits are forfeited if terminated for cause.
- Payments are made in installments over 10 years.
- Change in Control: Immediate vesting occurs. If qualifying under Section 409A, participants receive a lump sum cash payment equal to the present value of the benefit.
- Special Provisions for Abramson and Rosenblatt: Benefits extend to the life of a surviving spouse. Forfeiture rules differ slightly regarding death before age 65 if a spouse survives.
Stock Awards
- Recipients: Steven Abramson and Sidney Rosenblatt.
- Award Size: 250,000 shares of common stock each.
- Vesting: Ratably over five years beginning on the first anniversary of the grant date.
- Retention: Grantees must retain shares for five years after vesting (exceptions for death or change in control).
- Clawback: Provisions allow forfeiture of shares (vested or unvested) under specified circumstances during the retention period.
Participant Data
| Name | Age | Years of Service |
|---|---|---|
| Steven Abramson | 58 | 13 |
| Sidney Rosenblatt | 62 | 14 |
| Julia Brown | 49 | 11 |
| Janice Mahon | 52 | 12 |
| Michael Hack | 53 | 10 |
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or general risk factors. Specific contingencies noted include:
- Forfeiture Risk: Benefits are forfeited if a participant is terminated for cause or dies before age 65 (unless special spouse provisions apply).
- Clawback Risk: Stock awards are subject to forfeiture under specified circumstances during the five-year retention period.
- Change in Control: Triggers immediate vesting and potential lump-sum payouts, impacting future cash obligations.
Key Facts for Investor Verification
- Verify the total potential liability of the SERP based on the current base salaries of the five designated 50% benefit class participants.
- Confirm the impact of the 500,000 total new stock awards (250,000 each to Abramson and Rosenblatt) on future dilution and equity compensation expenses.
- Review the specific "specified circumstances" in the clawback provisions to understand the conditions under which the stock awards could be forfeited.
- Monitor the vesting schedule, noting that no shares vest until the first anniversary of the March 18, 2010 grant date.