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As Of Filer Filing For·On·As Docs:Size 10/15/13 Allegion plc 10-12B/A 29:12M |
Document/Exhibit Description Pages Size
1: 10-12B/A Amendment to Registration of Securities (General HTML 70K
Form)
2: EX-2.1 Form of Separation and Distribution Agreement HTML 311K
3: EX-3.1 Form of Memorandum and Articles of Association of HTML 259K
Allegion Plc
4: EX-4.1 Indenture, Dated as of October 4, 2013 HTML 676K
5: EX-4.2 Exchange and Registration Rights Agreement, Dated HTML 185K
as of October 4, 2013
6: EX-10.1 Form of Employee Matters Agreement Between HTML 194K
Ingersoll-Rand Plc and Allegion Plc
15: EX-10.10 Supplemental Pension Plan HTML 65K
16: EX-10.11 Senior Executive Performance Plan HTML 26K
17: EX-10.12 Spin-Off Protection Plan HTML 106K
18: EX-10.13 Change in Control Severance Plan HTML 112K
19: EX-10.14 David D. Petratis Offer Letter, Dated June 19, HTML 43K
2013
20: EX-10.15 Patrick S. Shannon Offer Letter, Dated April 9, HTML 37K
2013
21: EX-10.17 Barbara A. Santoro Offer Letter, Dated April 9, HTML 37K
2013
22: EX-10.18 Feng (William) Yu Offer Letter, Dated October 4, HTML 31K
2013
23: EX-10.19 Form of Transition Bonus Agreement (U.S.) HTML 54K
7: EX-10.2 Form of Tax Matters Agreement Between HTML 87K
Ingersoll-Rand and Allegion Plc
24: EX-10.20 Form of Transition Bonus Agreement (China) HTML 50K
25: EX-10.21 Form of Allegion Plc Deed Poll Indemnity HTML 62K
26: EX-10.22 Form of Allegion Us Holding Company, Inc. Deed HTML 65K
Poll Indemnity
27: EX-10.23 Form of Allegion Irish Holding Company Limited HTML 61K
Deed Poll Indemnity
8: EX-10.3 Form of Credit Agreement HTML 736K
9: EX-10.4 Form of Guarantee and Collateral Agreement HTML 269K
10: EX-10.5 2013 Incentive Stock Plan HTML 78K
11: EX-10.6 Executive Deferred Compensation Plan HTML 133K
12: EX-10.7 Supplemental Employee Savings Plan HTML 71K
13: EX-10.8 Elected Officer Supplemental Program HTML 98K
14: EX-10.9 Key Management Supplemental Program HTML 90K
28: EX-21.1 List of Subsidiaties of Allegion Plc HTML 29K
29: EX-99.1 Preliminary Information Statement of Allegion Plc HTML 2.21M
| 10.17 Santoro Offer Letter |
1. | Your
base salary will be set at an annual rate of $350,000 (Three Hundred and Fifty Thousand U.S. dollars) which will be paid in accordance with New Security’s payroll cycles for salaried U.S. employees. You will be eligible for merit increase consideration during the annual merit increase cycle. You will continue to earn a base salary at your current rate through the Transaction Date. |
2. | This position is “incentive eligible,” which means you will participate in the New Security Annual Incentive Plan (“AIP”) which will be designed and approved prior to the Transaction Date. Your annual opportunity is targeted at 65% of your base salary or $227,500. The actual award that you may receive can
range from 0% to 200% of the targeted amount depending upon your performance and the performance of New Security. |
3. | You
will be eligible to receive annual equity awards under the New Security Incentive Stock Plan (“ISP”) as administered by the Committee. The ISP will be developed and approved for implementation prior to the Transaction Date. Your annual opportunity has a targeted value of $375,000 and the number of stock options, Restricted Stock Units (“RSUs”), and/or Performance Share Units (“PSUs”) granted will be based on the Fair Market Value (“FMV”) of New Security’s ordinary shares on the date the Committee approves the award. The mix of equity awards, the terms, and the design of the Performance Share Program (“PSP”) is intended to be similar in nature as |
4. | When you consider each of the above items, your Total Annual Direct Compensation (“TDC”) target is $952,500 which, as a result of this promotion,
is an increase of 24.8% as compared to your current Ingersoll Rand compensation. |
5. | In consideration of the Ingersoll Rand PSU grants that will be prorated on the Transaction Date, you will receive two New Security PSU grants at that time. The target number of PSUs awarded will be based on the FMV of New Security’s ordinary shares on the date the Committee approves the award: |
a. | The first grant will be based on 2014 performance and will have a target value of $62,500 (16.7% of $375,000
projected PSU award target). The actual number of PSUs earned will be based on metrics established by the Committee and settled in early 2015. |
b. | The second grant will be based on performance during the 2014 to 2015 measurement period and will have a target value of $125,000 (33.3% of $375,000 projected PSU award target). The actual number of PSUs earned will be based on metrics established by the Committee and settled in early 2016. |
6. | In recognition of the critical nature of your role and your assistance in implementing the spin-off,
we are providing you with a transition bonus in an amount of $150,000. This cash bonus will be paid to you in two installments (50% on the Transaction Date and 50% one year later). To be eligible for a payment, you must be actively employed by New Security on each of the payment dates. This bonus is contingent on the transaction actually taking place. If the transaction is not finalized, the bonus will not be paid. Within 30 days upon acceptance of this offer, you will be provided with a Transition Agreement that outlines the terms of this bonus |
7. | You will participate in a Supplemental Executive Retirement Plan (“SERP”) at New Security and your benefits will accrue in accordance with the
terms and provisions of the Ingersoll Rand Elected Officer Supplemental Plan (“EOSP”). Service credits earned under the Ingersoll Rand EOSP will transfer to the New Security SERP (you will be provided with a statement documenting this service credit transfer within 30 days after accepting this offer). In addition, in the event of a Change-in-Control (“CIC”) after New Security has been formally established and you were to experience a loss of job within two years after the CIC (in accordance with the CIC Plan), an additional two years of age and service credit will be added to your EOSP calculation. In no case will the number of years of service credit exceed what is allowable under the EOSP (which is 35 years of service credit). |
8. | You
will be eligible to participate in all applicable benefit programs offered to New Security salaried employees in accordance with the terms and conditions of those programs including qualified and non-qualified 401k and pension plans. Please note that your medical, dental and life insurance coverage with New Security will commence on January 1, 2014, however, you will continue to be covered under the Ingersoll Rand plans through December 31, 2013. |
9. | You will be eligible to participate in the following programs offered to Officers of New Security: |
a. | Deferred
Compensation Plan: You will be eligible to participate in a deferred compensation plan that will be established by New Security. |
b. | Company Car: You will be eligible for a monthly car allowance in the amount of $1,250 per month ($15,000 annually) which represents the approximate value of the automobile benefit provided to you by Ingersoll Rand. In addition, you will be given an opportunity to purchase |
c. | Financial Counseling: You will be eligible for a tax, estate, and financial planning services allowance up to $9,000 per year. All of this allowance will be imputed to your annual income. |
d. | Executive Health Program: You will be eligible to participate in an executive physical examination program that will be established for New Security in an
amount not to exceed $1,500 annually. |
10. | You will participate in a retiree medical plan which will subsidize retiree medical benefits in a manner that mirrors the Ingersoll Rand retiree medical plan in which you currently participate (Plan 601). |
11. | You will be eligible for paid vacation, which in your case is four (4) weeks. Vacation days will be earned and accrued on a monthly basis each calendar year. |
12. | You
will participate in the New Security Change in Control Plan (“CIC Plan”), which provides economic security in the form of cash payments to the participant and enhanced coverage under certain benefit plans in the event of a loss of job caused by the sale of all or a substantial part of New Security (in accordance with the CIC Plan). Your severance payment under the CIC Plan will be equal to 2 times your base salary plus your annual incentive target. No excise tax gross-ups will be provided, however, your CIC related cash severance benefit will be adjusted to provide you with the greater after-tax benefit between: |
a. | Cash severance payments paid in full, with you being responsible for all taxes incurred, |
b. | Cash severance payments reduced to avoid triggering excise taxes. |
13. | You
will be eligible for New Security’s Relocation Program to Carmel, Indiana. In addition, you will be provided with a loss on sale protection of your current residence not to exceed $100,000 (based on the original purchase price of your home, excluding capital improvements), which will be tax assisted. Also, you will be expected to move within one year of the Transaction Date (currently projected to be December 2, 2014). In addition, you will be eligible for reimbursement of up to $10,000 for moving of household goods to an apartment prior to your full relocation (not tax assisted). |
14. | The Major Restructuring
Severance Plan covers termination scenarios up to one year from the Transaction Date. Following that period, in the unlikely event of your involuntary termination from New Security other than for cause and after the Major Restructuring Severance Plan has expired, in exchange for a signed severance agreement in a form acceptable to New Security along with a release of all claims you may have or allege, you will receive: a) severance of one year’s base salary paid in cash within 30 days of your termination plus, b) the amount of any AIP up to your prorated (to the last day worked) target for the plan year in which you are terminated, which would be paid in accordance with plan provisions. |
15. | Based on
your role in New Security, you are restricted from transactions involving ordinary shares of Company stock (exercising options, moving in or out of ordinary shares held in company plans, or buying or selling ordinary shares on the open market) except during designated window periods. |
• | Proprietary Agreement |
1. | Understanding
and agreement that your employment is to be “at will”. This means that you or New Security, for any reason or no reason, may terminate employment and that nothing in this offer is intended to create a contract of employment for any period of time. |
2. | Understanding, agreeing, signing and returning the Proprietary Information Agreement. |
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/2/14 | ||||
| 1/1/14 | ||||
| 12/31/13 | 10-K, 11-K, SD | |||
| 12/2/13 | 3, 4, 8-K | |||
| Filed on: | 10/15/13 | |||
| 4/11/13 | ||||
| 4/9/13 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Allegion plc 10-K 12/31/23 136:31M 2/22/23 Allegion plc 10-K 12/31/22 133:28M 2/15/22 Allegion plc 10-K 12/31/21 137:21M 2/16/21 Allegion plc 10-K 12/31/20 136:17M |