4//SEC Filing
CAMPION GAVIN A 4
Accession 0001144204-11-051756
CIK 0001076700other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 11:21 AM ET
Size
9.4 KB
Accession
0001144204-11-051756
Insider Transaction Report
Form 4
CAMPION GAVIN A
DirectorPresident
Transactions
- Award
Performance- Contingent Restricted Stock Units
2011-08-31+306,000→ 306,000 totalExp: 2015-08-31→ Common Stock (306,000 underlying)
Footnotes (5)
- [F1]The Issuer has agreed in principle to grant Performance-Contingent Restricted Stock Units to the Reporting Person pursuant to the Issuer's 2008 Incentive Stock Plan (the "Plan"), as amended, and conditioned on stockholder approval of an amendment to the Plan at the Issuer's 2011 annual meeting of stockholders in October 2011.
- [F2]The vesting of the restricted stock units are determined based upon the common stock's highest 90-day volume weighted average stock price (the "90-Day VWAP") attained over a series of vesting periods (each such period is three months in duration) over the term of the agreement or, in the event of a change in control of the Issuer, the fair market value of the Issuer's common stock on the effective date of the change in control. For this purpose, the 90-Day VWAP means, as of any date, the ratio of the value traded (the common stock price multiplied by the number of shares of common stock traded) to total volume traded over the 90-day period ending on that date. In the event of a change in control of the Issuer, the restricted stock units will vest based on the fair market value of the common stock on the effective date of the change in control.
- [F3]Over the term of the agreement, up to two-thirds of the restricted stock units may vest and become payable if the highest 90-Day VWAP attained during any vesting period ending on an applicable vesting date (or in the event of a change in control of the Issuer, the fair market value of the Issuer's common stock on the effective date of the change in control) is between $12.51 and $18.75. The remaining one-third of the restricted stock units may vest and become payable if the highest 90-Day VWAP attained during any vesting period ending on an applicable vesting date (or in the event of a change in control of the Issuer, the fair market value of the Issuer's common stock on the effective date of the change in control) is between $18.76 and $25.00. In either case, the percentage of the restricted stock units that may vest over the term of the agreement will be based on straight-line interpolation over either performance range.
- [F4]In the event the recipient is terminated without cause by the Issuer or terminates his employment with the Issuer for good reason, the recipient's unvested restricted stock units will continue to be eligible to vest pursuant to the terms of the agreement until the fourth anniversary of the date of grant. In the event a recipient's employment with the Issuer terminates by reason of the recipient's death or disability, the recipient's unvested restricted stock units, as of the date on which the recipient's employment terminates, will continue to be eligible to vest pursuant to the terms of the agreement for the lesser of (i) the 18-month period immediately following the date on which employment with the Issuer terminates by reason of the recipient's death or disability, or (ii) the period beginning on the date on which the recipient's employment with the Issuer terminates by reason of the recipient's death or disability and ending on the fourth anniversary of the date of grant.
- [F5]Except as otherwise provided above, any restricted stock units that are not vested as of the date on which the recipient's employment with the Issuer terminates or as a result of a change in control, will be forfeited immediately upon such termination or the effective date of the change in control, as applicable. In addition, if the recipient breaches any of the restrictive covenants set forth in his employment agreement with the Issuer, any unvested restricted stock units will be forfeited immediately upon such breach without any payment to the recipient.
Documents
Issuer
KIT digital, Inc.
CIK 0001076700
Entity typeother
Related Parties
1- filerCIK 0001438467
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 11:21 AM ET
- Size
- 9.4 KB