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BlackBerry has granted an equity inducement award to John Giamatteo, President of BlackBerry’s Cybersecurity business unit.
Public companies consider employee inducement awards and inducement plans as a tool in its overall compensation and equity strategy.
A public company can grant “inducement awards” of equity or equity-based compensation to newly hired employees outside of the company’s shareholder-approved equity plan and without otherwise having such awards approved by shareholders, if certain requirements are met.
In addition to not requiring shareholder approval, such awards don’t count against the company’s equity plan share reserve or are subject to any individual share limits in the equity plan.
BlackBerry issued this announcement pursuant to, and in reliance on, the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08. Mr. Giamatteo’s equity inducement award was granted outside of the Company’s Amended and Restated Equity Incentive Plan.
Mr. Giamatteo received an award of 800,425 time-based and performance-based restricted share units (the “RSUs”) as a material inducement to entering into employment with BlackBerry. Mr. Giamatteo’s employment began on October 4, 2021.
The time-based RSUs will vest in equal installments on the first three anniversaries of January 3, 2022. Subject to the satisfaction of certain performance conditions, the performance-based RSUs will vest on January 3, 2025.
If Mr. Giamatteo’s employment is terminated without cause or he resigns for good reason absent a change of control, any unvested RSUs will continue to vest during the severance period provided under Mr. Giamatteo’s employment agreement.
If Mr. Giamatteo’s employment is terminated without cause or he resigns for good reason during the negotiation of or within 24 months following the completion of a change of control, or if Mr. Giamatteo dies, any unvested RSUs will vest immediately.
Any unvested RSUs will be cancelled in the event of Mr. Giamatteo’s resignation or termination for cause.