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MENT > SEC Filings for MENT > Form 8-K on 16-Sep-2013All Recent SEC Filings

Show all filings for MENTOR GRAPHICS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MENTOR GRAPHICS CORP


16-Sep-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 11, 2013, the Compensation Committee of the Company's Board of Directors granted performance-based restricted stock units ("PBRSUs") under the Company's 2010 Omnibus Incentive Plan to each of the Company's executive officers. The PBRSUs were granted in lieu of stock options as one-half of the awards this year under the Company's annual equity incentive award program. PBRSU payouts are based on the Company's performance for its fiscal years ending January 31, 2015 and 2016 as measured by non-GAAP operating income margin ("Margin"), and on the continued employment of the recipients through the third anniversary of the grant date (the "Vesting Date"). The payout percentage will be the higher of the payout percentages determined based on fiscal 2015 performance or fiscal 2016 performance. For fiscal 2015, the payout percentages range from a threshold payout of 20% for a Margin of 16% to a target payout of 100% for a Margin of 20% and a maximum payout of 130% for a Margin of 21.5%. For fiscal 2016, the payout percentages range from a threshold payout of 15% for a Margin of 16% to a target payout of 75% for a Margin of 20% and a maximum payout of 130% for a Margin of 21.5%.

Upon death, "disability," or "involuntary termination" of a recipient before the Vesting Date, the recipient will become vested and will receive a PBRSU payout of the number of shares earned based on Company performance for fiscal years completed prior to such termination. If a "change in control" of the Company occurs before the Vesting Date, the payout percentage will be the greater of 100% or the amount determined based on Company performance for fiscal years completed prior to the change in control. However, vesting of PBRSU awards will be accelerated following a "change in control" of the Company generally only if the PBRSU recipient's employment is terminated by the Company without "cause", by the PBRSU recipient for "good reason", or as a result of death or "disability." Any PBRSUs that are not vested, or that do not become vested, upon termination of employment will be forfeited. The form of Performance-Based Restricted Stock Unit Award Agreement used for these awards, including definitions of terms in quotes above, is attached as Exhibit 10.A hereto and incorporated by reference herein.

PBRSUs were granted on September 11, 2013 for the following target numbers of shares to the following executive officers, who are the only PBRSU recipients that were listed in the Summary Compensation Table of the Company's most recent proxy statement:

          Executive Officer            Target Number of PBRSUs Granted
          Walden C. Rhines                                       76,552
          Chairman of the Board and
          Chief Executive Officer
          Gregory K. Hinckley                                    61,242
          President
          L. Don Maulsby                                         14,216
          Senior Vice President,
          World Trade
          Brian M. Derrick                                       12,029
          Vice President,
          Corporate Marketing
          Michael H. Vishny                                       8,748
          Vice President, Chief
          Human Resources Officer




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.A     Form of Performance-Based Restricted Stock Unit Award Agreement Terms and
         Conditions containing standard terms of performance-based restricted
         stock units granted to executive officers under our 2010 Omnibus
         Incentive Plan.


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