Globe Life Inc.

11/19/2024 | Press release | Distributed by Public on 11/19/2024 15:25

Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2024, the Board of Directors of Globe Life Inc. (the "Company") adopted the Globe Life Inc. Executive Severance Plan (the "Plan"). The Plan provides certain severance benefits to "Eligible Executives" which include the Company's Co-CEOs and other Named Executive Officers. The Plan is administered by the Compensation Committee of the Board of Directors. The following summary of the terms of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, included as Exhibit 10.1 hereto, which is incorporated herein by reference.
Qualifying Termination Outside of Change of Control Protection Period
If (i) an Eligible Executive's employment with the Company is terminated without Cause (as defined in the Plan) or (ii) the Eligible Executive terminates their employment for Good Reason (as defined in the Plan) (either, a "Qualifying Termination") during a time that is not within 24 months following a Change in Control (as defined in the Plan), the Eligible Executive would receive the following benefits:
•For the Co-CEOs, a cash severance amount equal to 2.0 times the sum of such Co-CEO's (i) base salary, and (ii) target annual bonus for the calendar year of such Co-CEO's termination. This severance payment is payable in substantially equal installments on the Company's regular payroll schedule for a period of 24 months following such Co-CEO's termination of employment;
•For all Eligible Executives other than the Co-CEO's, a cash severance amount equal to 1.5 times the sum of such Eligible Executive's (i) base salary, and (ii) target annual bonus for the calendar year of such Eligible Executive's termination. This severance payment is payable in substantially equal installments on the Company's regular payroll schedule for a period of 18 months following such Eligible Executive's termination of employment;
•A lump sum cash payment equal to 12 times the monthly premium of such Eligible Executive' group health plan coverage;
•A lump sum cash payment equal to the pro rata amount of such Eligible Executive's target annual bonus for the calendar year of such Eligible Executive's termination; and
•Payment by the Company to a third-party vendor selected by the Company to assist the Eligible Executive in finding future employment for a period of 12 months in an amount up to $25,000.
Qualifying Termination During Change of Control Protection Period
If an Eligible Executive's employment is terminated due to a Qualifying Termination within 24 months following a Change in Control (as defined in the Plan), the Eligible Executive would receive the following benefits:
•For all Eligible Executives, a lump sum cash severance amount equal to 2 times the sum of such Eligible Executive's (i) base salary, and (ii) target annual bonus for the calendar year of such Eligible Executive's termination;
•A lump sum cash payment equal to 24 times the monthly premium of such Eligible Executive's group health plan coverage;
•A lump sum cash payment equal to the pro rata amount of such Eligible Executive's target annual bonus for the calendar year of such Eligible Executive's termination; and
•Payment by the Company to a third-party vendor selected by the Company to assist the Eligible Executive in finding future employment for a period of 12 months in an amount up to $25,000.
Other Plan Terms
Payment of benefits under the Plan is conditioned upon the Eligible Executive's continued compliance with certain confidentiality, non-solicitation, intellectual property and non-disparagement Plan provisions. If, after the Company's determination that an Eligible Executive is eligible to receive Plan benefits, the Company subsequently acquires evidence or determines that (i) such Eligible Executive has failed to abide by the terms of the confidentiality, non-solicitation, intellectual property and non-disparagement Plan provisions, or (ii) that Cause (as defined in the Plan)
existed prior to the date of such Eligible Executive's termination of employment that would have given the Company the right to terminate such Eligible Executive with Cause, then the Company has the right to cease payments under the Plan and such Eligible Executive is required to promptly return to the Company any severance payments paid prior to such date under the Plan.
Revisions to Award Agreements
In connection with the adoption of the Plan, the Board of Directors approved amendments to the forms of award agreements for stock options, restricted stock units ("RSUs"), and performance shares.
The form of Non-Qualified Stock Option Grant Agreement was amended to provide that options of Eligible Executives not eligible for retirement that are terminated due to a Qualifying Termination shall be terminated three (3) years from the date of termination of employment or the stated term of the option, whichever is shorter.
The form of Restricted Stock Unit Award Agreement was amended to provide that a portion of the RSUs of Eligible Executives that are terminated due to a Qualifying Termination will vest as follows: (i) 33.33% of the RSUs will vest if termination occurs after the first anniversary of the grant date, and (ii) 66.67% of the RSUs will vest if termination occurs after the second anniversary of the grant date. In addition, the form of Restricted Stock Unit Award Agreement was amended to provide that dividends or distributions payable with respect to the number of shares underlying the RSUs will be converted into additional RSUs based on the fair market value of the stock on the date such dividend or distribution was payable. Additional RSUs issued as dividend equivalents will vest according to the same schedule as the initial RSUs.
The form of Performance Share Award Certificate was amended to provide that performance awards granted to Eligible Executives who are terminated due to a Qualifying Termination vest on the date of such termination. The Eligible Executive will be eligible to receive a prorated portion of any performance share award based on the number of days the Eligible Executive was employed by the Company during the performance period for such performance share award as of the date of such Eligible Executive's termination. In addition, the form of Performance Share Certificate was amended to provide that dividends or distributions payable with respect to the number of shares underlying the performance shares will be converted into additional performance shares based on the fair market value of the stock on the date such dividend or distribution was payable. Additional performance shares issued as dividend equivalents will vest according to the same schedule as the initial performance shares.