Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
KN > SEC Filings for KN > Form 8-K on 11-Mar-2014All Recent SEC Filings

Show all filings for KNOWLES CORP

Form 8-K for KNOWLES CORP


11-Mar-2014

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.

Founders' and Annual Equity Grants

On March 7, 2014, Knowles Corporation (the "Company") granted equity awards to
certain executive officers and select key employees of the Company under the
Knowles Corporation 2014 Equity and Cash Incentive Plan (the "Plan"), including
the following awards to the named executive officers of the Company:



                                 Founders'                Founders'                 Annual                  Annual
Named Executive Officer    Restricted Stock Units       Stock Options       Restricted Stock Units       Stock Options
Jeffrey S. Niew                             54,182             177,778                       33,864             133,333
John S. Anderson                            10,159              33,333                        9,482              37,333
David W. Wightman                            4,064              13,333                        4,064              16,000
Michael A. Adell                            13,546              44,444                        8,127              32,000
Raymond D. Cabrera                          10,159              33,333                        4,064              16,000

The founders' restricted stock unit ("RSU") and stock option grants vest in equal parts on the third and fourth anniversaries of the date of grant (March 7, 2017 and 2018) and the annual RSU and stock option grants vest in equal parts on the first three anniversaries of the date of grant or the following business day (March 9, 2015, March 7, 2016 and March 7, 2017), in each case subject to the terms and conditions of the Plan. The RSUs and stock options are to be settled in shares of the Company's common stock. The stock options each have an exercise price of $29.53, which was the closing price per share of the Company's common stock on the New York Stock Exchange on March 7, 2014.

The RSU awards were granted pursuant to a Restricted Stock Unit Award Agreement, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference, and the stock option awards were granted pursuant to a Stock Option Award Agreement, the form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Separation-Related Equity Adjustments

In connection with the separation (the "Separation") of the Company from Dover Corporation ("Dover"), the Company and Dover entered into an Employee Matters Agreement dated February 28, 2014. Pursuant to such Agreement, on March 7, 2014, all stock appreciation rights relating to Dover's common stock (the "Dover SARs") outstanding immediately prior to the Separation that were held by persons who were employees of the Company immediately after the Separation, including the named executive officers of the Company, were converted into new stock appreciation rights under the Plan (the "Converted SARs") based on a ratio of
3.004 (the "Ratio"), which represents the average five-day pre-Separation price of Dover common stock over the average five-day post-Separation price of the Company's common stock. The number of Dover SARs held by each such employee was multiplied by the Ratio to determine the number of Converted SARs granted to such employee. The exercise price of each such Dover SARs was divided by the Ratio to determine the exercise price of the respective Converted SARs.

In addition, all performance shares relating to Dover's common stock with a performance period ending after the Separation (the "Dover Performance Shares") that were held by persons who were employees of the Company immediately after the Separation, including the named executive officers of the Company, were converted into new time-based RSUs under the Plan (the "Converted RSUs"). The number of shares of Dover's common stock that would be payable upon the settlement of the Dover Performance Shares (assuming target performance levels) was multiplied by the Ratio to determine the number of Converted RSUs granted to such employee.


The number of Converted SARs and Converted RSUs received by each named executive officer is as follows:

            Named Executive Officer    Converted SARs      Converted RSUs
            Jeffrey S. Niew                    250,107              13,160
            John S. Anderson                    63,185               5,265
            David W. Wightman                  129,876                   0
            Michael A. Adell                    56,563                   0
            Raymond D. Cabrera                  70,101               1,880

The Converted SARs were granted under the Plan pursuant to a Replacement SSAR Agreement, the form of which is filed herewith as Exhibit 10.3 and incorporated herein by reference. The Converted SARs are subject to the same terms, vesting conditions, exercise procedures, expiration dates, termination provisions and other terms and conditions as were in effect immediately prior to the Separation. The Converted SARs have exercise prices ranging from $14.28 to $23.92.

The Converted RSUs were granted under the Plan pursuant a Replacement Restricted Stock Unit Award Agreement, the form of which is filed herewith as Exhibit 10.4 and incorporated herein by reference. The Converted RSUs are subject to the same terms, vesting conditions, issuance dates, method of distribution and other terms and conditions that were in effect immediately prior to Separation, except as noted above.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

       Exhibit
       Number    Description

       10.1      Form of Restricted Stock Unit Award Agreement

       10.2      Form of Stock Option Award Agreement

       10.3      Form of Replacement SSAR Agreement

       10.4      Form of Replacement Restricted Stock Unit Award Agreement


  Add KN to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for KN - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.