Business Context and Reporting Period
This Form 8-K Current Report was filed by Curtiss-Wright Corporation on October 23, 2007. The filing discloses the entry into material definitive agreements regarding executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a specific executive compensation arrangement.
Material Changes and Agreements
On October 23, 2007, the Company entered into restricted stock unit retention agreements with two key executives:
- Executives: Dave Adams (Vice President and President of Curtiss-Wright Controls, Inc.) and David Linton (Vice President and President of Curtiss-Wright Flow Control Corporation).
- Grant Size: Each executive received 21,182 restricted stock units (equivalent to one share of Common Stock per unit).
- Valuation: The grant represents a value of approximately $1,000,000 per executive, based on the closing price on September 24, 2007.
- Vesting Schedule:
- Mr. Adams: Full vesting on October 12, 2016.
- Mr. Linton: Full vesting on February 6, 2016.
- Conditions: Vesting is contingent on continued employment (no voluntary departure or termination for "Cause").
Outlook, Risks, and Provisions
The agreements include specific provisions regarding future events and employee rights:
- Conversion Options: By December 31, 2015, executives may elect to convert units to shares or defer conversion for up to five years under Section 409A of the Internal Revenue Code.
- Anti-Dilution: Adjustments apply in the event of recapitalization, reorganization, merger, consolidation, or stock splits.
- Accelerated Vesting: Immediate vesting and conversion occur upon death, disability, or a Change in Control of the Company.
Investor Verification Checklist
- Verify the exact vesting dates (2016) and the specific definition of "Cause" in the attached agreements (Exhibits 10.1 and 10.2).
- Confirm the impact of these grants on the Company's total outstanding share count and potential dilution.
- Review the Company's long-term incentive program terms to understand the broader compensation structure.
- Monitor for any future filings related to the conversion or deferral elections by December 31, 2015.