MANCHESTER, Conn., Oct. 29, 2019 (GLOBE NEWSWIRE) -- Lydall, Inc. (NYSE:LDL) today announced that it has approved the grant of awards of time-based restricted shares, performance-based restricted shares and non-qualified stock options to be made to both Sara A. Greenstein, the Company’s in-coming President and Chief Executive Officer; and Robert B. Junker, the Company’s newly-appointed President of Lydall’s Technical Nonwoven business segment. The awards were granted as inducements material to each of Ms. Greenstein and Mr. Junker entering into employment with Lydall in accordance with NYSE Listing Company Manual Rule 303A.08.
The Compensation Committee of Lydall’s Board of Directors approved of a grant of time-based restricted shares to Ms. Greenstein effective as of November 20, 2019 (subject to her commencement of employment with Lydall on November 18, 2019). The number of shares of Lydall’s common stock subject to the award will be determined by dividing $1,050,000 by the price per share of Lydall’s common stock as of the close of business on November 20, 2019, and the restricted shares will vest over three years, with one-third of the shares vesting on each of the first three anniversaries of November 18, 2019, subject to Ms. Greenstein’s continued service as an employee of Lydall through the applicable vesting dates. The Compensation Committee of Lydall’s Board of Directors also approved of a grant of performance-based restricted shares to Ms. Greenstein effective as of November 20, 2019 (subject to her commencement of employment with Lydall on November 18, 2019). The number of shares of Lydall’s common stock subject to the award will be determined by dividing $950,000 by the price per share of Lydall’s common stock as of the close of business on November 20, 2019 (with maximum performance resulting in Ms. Greenstein receiving 150% of such number of shares), and the restricted shares will vest subject to the achievement of the specified performance objective over a three year measurement period beginning on January 1, 2020 and ending on December 31, 2022, subject to Ms. Greenstein’s continued service as an employee of Lydall through the date performance is certified by the Compensation Committee of Lydall’s Board of Directors. The restricted shares (including performance-based restricted shares (at the greater of target and the amount reasonably projected to be earned under the terms of the award based on the performance achievement through the date of a “change of control”)) become free from all conditions or restrictions if, on or prior to the 18-month anniversary of the consummation of a “change of control,” Ms. Greenstein’s employment is terminated for “good reason” by her or is terminated without “cause” by Lydall (as such terms are defined in her employment agreement).
In addition, the Compensation Committee of Lydall’s Board of Directors approved of a grant of a nonqualified stock option to Ms. Greenstein effective as of November 20, 2019, subject to her commencement of employment with Lydall on November 18, 2019. The option will have a grant value of $750,000 (with the number of shares of Lydall’s common stock subject to the award to be determined using the Black-Scholes model for option pricing on the date of grant) and will have an exercise price per share that is equal to the closing price of Lydall’s common stock on the New York Stock Exchange on the date of this grant. The stock option vests over three years, with one-third of the total number of shares underlying the stock option vesting on each of the first three anniversaries of November 18, 2019, subject to Ms. Greenstein’s continued service as an employee of Lydall through the applicable vesting dates. The stock option will be immediately exercisable in full (and may be exercised at any time prior to the expiration date of the option without regard to any earlier termination of the option that would otherwise occur by reason of Ms. Greenstein’s termination of employment) if, on or prior to the 18-month anniversary of the consummation of a “change of control,” Ms. Greenstein’s employment is terminated for “good reason” by Ms. Greenstein or is terminated without “cause” by Lydall (as such terms are defined in her employment agreement).
The Compensation Committee of Lydall’s Board of Directors also approved of a grant of performance-based restricted shares to Mr. Junker effective as of November 1, 2019. The number of shares of Lydall’s common stock subject to the award will be determined by dividing $167,500 by the price per share of Lydall’s common stock as of the close of business on November 1, 2019 (with maximum performance resulting in Mr. Junker receiving 150% of such number of shares), and the restricted shares will vest subject to the achievement of the specified performance objective over a three year measurement period beginning on January 1, 2020 and ending on December 31, 2022, subject to Mr. Junker’s continued service as an employee of Lydall through the date performance is certified by the Compensation Committee of Lydall’s Board of Directors. These performance-based restricted shares (at the target amount) become free from all conditions or restrictions if, on or prior to the 18-month anniversary of the consummation of a “change of control,” Mr. Junker’s employment is terminated without “cause” by Lydall (as such terms are defined in his employment agreement).
In addition, the Compensation Committee of Lydall’s Board of Directors approved of a grant of a nonqualified stock option to Mr. Junker effective as of November 1, 2019. The option will have a grant value of $167,500 (with the number of shares of Lydall’s common stock subject to the award to be determined using the Black-Scholes model for option pricing on the date of grant) and will have an exercise price per share that is equal to the closing price of Lydall’s common stock on the New York Stock Exchange on the date of this grant. The stock option vests over four years, with one-fourth of the total number of shares underlying the stock option vesting on each of the first four anniversaries of the grant date, subject to Mr. Junker’s continued service as an employee of Lydall through the applicable vesting dates. The stock option will be immediately exercisable in full (and may be exercised at any time prior to the expiration date of the option without regard to any earlier termination of the option that would otherwise occur by reason of Mr. Junker’s termination of employment) if, on or prior to the 18-month anniversary of the consummation of a “change of control,” Mr. Junker’s employment is terminated without “cause” by Lydall (as such terms are defined in his employment agreement).
Lydall, Inc. is a New York Stock Exchange listed company, headquartered in Manchester, Connecticut with global manufacturing operations producing specialty engineered products for the thermal/acoustical and filtration/separation markets. For more information, visit http://www.lydall.com. Lydall® is a registered trademark of Lydall, Inc. in the U.S. and other countries.