CIRCOR CFO Rajeev Bhalla to Receive Equity Inducement Awards

  CIRCOR CFO Rajeev Bhalla to Receive Equity Inducement Awards

Business Wire

BURLINGTON, Mass. -- December 2, 2013

CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other
highly engineered products for markets including oil & gas, power generation
and aerospace, today announced, as required by New York Stock Exchange (NYSE)
rules, that it will grant the following equity inducement awards to its newly
appointed Executive Vice President and Chief Financial Officer, Rajeev Bhalla,
upon his commencement of employment with the Company today, December 2, 2013
(the “Grant Date”):

(i) A stock option exercisable for a maximum of 100,000 shares of the
Company’s common stock having an exercise price of $79.33 per share (the
closing price per share of the Company’s common stock on November 29, 2013 as
listed on the NYSE) and a vesting schedule as follows:

                        
Stock Price Target         Cumulative Vested
                           Portion of Stock
(met for 60 continuous   Option
trading days)
                           (in shares)
$87.50                   25,000
$100.00                  50,000
$112.50                  75,000
$125.00                  100,000
                        

The options have a ten-year term; however, any options that have not vested
within five years of the Grant Date shall terminate. Vested options may be
exercised 25% at the time of vesting, 50% one year from the date of vesting,
and 100% two years from the date of vesting.

These awards are subject to forfeiture in the event of employment termination
(whether voluntary or involuntary) prior to vesting. In the event of a change
in control of the Company, those unvested options for which the stock price
target is less than or equal to the exchange price for the Company’s common
stock in connection with such change in control shall immediately vest and be
exercisable, while those unvested options for which the stock price target is
greater than the exchange price for the Company’s common stock in connection
with such change in control shall immediately terminate.

(ii) An award of 18,908 restricted stock units (RSUs) which vest in equal
amounts of 9,454 RSUs each on December 2, 2015 and December 2, 2016. Upon
vesting, each RSU converts into one share of the Company’s common stock. Prior
to vesting, dividend equivalents shall accrue with respect to each share of
common stock underlying the RSUs and shall be paid in cash upon vesting and
distribution of the underlying shares. These awards are subject to forfeiture
only in the event of an employment termination in which Mr. Bhalla is not a
“Good Leaver” as defined in the underlying agreement. In the event of a change
in control of the Company, any unvested RSUs shall immediately vest. The
underlying agreement also provides for a two-year non-compete and
non-solicitation obligation on the part of Mr. Bhalla upon termination of
employment for any reason other than as a Good Leaver.

These awards will be granted outside of the Company's Amended and Restated
1999 Stock Option and Incentive Plan, but except as set forth in the
inducement awards, will generally be subject to the same terms and conditions
as apply to awards granted under that plan. The Company's Board of Directors
(including a majority of the Company's independent directors) approved these
equity inducement awards in reliance on an employment inducement exception to
shareholder approval provided for in the NYSE governance rules. To comply with
the terms of this exemption, these inducement equity grants require an
immediate public announcement of the awards and written notice to the NYSE.

About CIRCOR International, Inc.

CIRCOR International, Inc. designs, manufactures and markets valves and other
highly engineered products for markets including oil & gas, power generation
and aerospace. With more than 7,500 customers in over 100 countries, CIRCOR
has a diversified product portfolio with recognized, market-leading brands.
CIRCOR’s culture, built on the CIRCOR Business System, is defined by the
Company’s commitment to attracting, developing and retaining the best talent
and pursuing continuous improvement in all aspects of its business and
operations. The Company’s strategy includes growing organically by investing
in new, differentiated products; adding value to component products; and
increasing the development of mission-critical subsystems and solutions.
CIRCOR also plans to leverage its strong balance sheet to acquire
strategically complementary businesses. For more information, visit the
Company’s investor relations web site at http://investors.circor.com.

Contact:

Sharon Merrill Associates, Inc.
David Calusdian, 617-542-5300
 
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