Re: Change in Control Severance Compensation AgreementChange in Control Severance Compensation Agreement • May 30th, 2019 • Kemet Corp • Electronic components & accessories • South Carolina
The board of directors (the “Board”) of KEMET Corporation (the “Company”) has determined that it is in the best interests of the Company and its shareholders to assure the continued dedication to the Company of senior management personnel, notwithstanding any possibility, threat or occurrence of a Change in Control of the Company (as defined below). Accordingly, in order to encourage your continued attention and dedication to your assigned duties regardless of any such possibility, threat or occurrence, the Board has authorized the Company to enter into this “Change in Control Severance Compensation Agreement” (the “Agreement”) in order to provide you with certain compensation and other benefits in the event that your employment with the Company is terminated as a result of a Change in Control of the Company.
KEMET CORPORATION FY2020/FY2021 LONG-TERM INCENTIVE PLAN AWARD AND RESTRICTED STOCK AGREEMENT Dated: May 18, 2019Award and Restricted Stock Agreement • May 30th, 2019 • Kemet Corp • Electronic components & accessories • Delaware
KEMET Corporation (the “Company”) is pleased to advise you that, pursuant to the KEMET Corporation Omnibus Incentive Plan (the “Plan”), the Company’s Compensation Committee (the “Committee”) has granted to you this award under the FY2020/FY2021 Long-Term Incentive Plan (the “LTIP Award”). Sixty percent (60%) of the value of the LTIP Award is provided by a performance-based Performance Award which, if certain performance measures are met and other conditions satisfied, will provide you with a combination of cash and Restricted Stock Units of the Company. Forty percent (40%) of the value of the LTIP Award is provided by a time-based Restricted Stock Unit Award, by which, upon the vesting and settlement of the underlying Restricted Stock Units, you shall be issued Restricted Stock of the Company. An illustration of your LTIP Award payouts in the event that the Company meets its performance targets has been provided to you in a separate document.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 30th, 2019 • Kemet Corp • Electronic components & accessories • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of (the “Grant Date”), between KEMET Corporation, a Delaware corporation (the “Company”), and the individual whose name is set forth above, who is a Director of the Company (the “Recipient”). Capitalized terms not otherwise defined herein shall have the same meanings as in the KEMET Corporation Omnibus Incentive Plan (the “Plan”), and the terms of the Plan are hereby incorporated by reference and made a part of this Agreement.
