Golden Parachute Compensation. In accordance with Item 402(t) of Regulation S-K of the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the merger that will or may become payable to each named executive officer of CorePoint in connection with the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of CorePoint’s Directors and Executive Officers in the Merger” above. The amounts shown in the table below are estimates based on several assumptions that may or may not actually occur or be accurate on the effective date of the merger, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the merger. The calculations in the table below do not include amounts the named executive officers were already entitled to receive or were vested in as of January 13, 2022. In addition, these amounts do not attempt to forecast any additional equity or cash award grants, issuances or forfeitures that may occur, or future dividend equivalents that may be accrued, prior to the closing of the merger. For purposes of calculating such amounts, the per share value of CorePoint common stock was based on the per share merger consideration ($15.65 per share) and the following assumptions were used: • the effective date of the merger is March 3, 2022, which is the assumed date of the closing of the merger solely for purposes of the disclosure in this section; • any time-vesting equity awards that are expected to vest in accordance with their terms prior to March 3, 2022 will vest; • the employment of each named executive officer will have been terminated by Cavalier or an affiliate without “cause” or by the executive for “good reason” (as such terms are defined in the Executive Severance Plan or, in the case of Xx. Xxxxxxxx, as defined in his employment agreement) (a “qualifying termination”) immediately following the assumed date of closing specified above; • each named executive officer’s base salary rate and annual target bonus remains unchanged from those in place as of January 13, 2022; and • each named executive officer holds only those equity awards that were outstanding and unvested on January 13, 2022 and PSUs will vest at maximum level of performance (i.e., 175% of target performance). As a result of the foregoing assumptions, which may or may not actually...
Golden Parachute Compensation. Name (a) Cash ($)
Golden Parachute Compensation below. All of Five9’s executive officers are named executive officers. The estimated aggregate amount that would be payable to Five9’s nine non-employee directors in settlement of their 14,677 Five9 RSU awards that are currently outstanding is $2,793,180. None of Five9’s non-employee directors hold unvested Five9 options. The amounts in this paragraph are determined using a per share price of Five9 common stock of $190.31 (the average closing price of a share of Five9 common stock over the first five business days following the first public announcement of the merger), and assume that the closing date occurs on August 2, 2021.
