![]() | NN, Inc. Corporate Headquarters 6210 Ardrey Kell Road • Charlotte, NC 28277 Phone: 980-264-4300 | ||||
Duties: | Report directly to the Board; oversee execution of the Company’s strategic plan, financial and operating performance, analysis and development of business opportunities and leadership of the Company’s executive team; and such other duties, authorities and responsibilities as are customary for the position of President and CEO and as may be reasonably assigned by the Board that are commensurate with and not inconsistent with your position as President and CEO. You will devote your full business time to the discharge of your duties and responsibilities hereunder; provided, however, that you may manage personal investments and affairs for yourself and your family, and participate in industry, trade, professional, non-profit, community or philanthropic activities, serve on civic or charitable boards or committees, in each case to the extent that such activities do not materially interfere with the performance of your duties and are not in conflict with the business interests of the Company and, subject to providing notice to the Board, may serve as a director of one (1) for-profit external board of directors. | ||||
Effective Date: | As soon as practicable, but no later than May 22, 2023. The term “Effective Date” refers to the date you actively begin employment with NN. | ||||
Base Salary: | Your base salary will be $835,000 and will be subject to an annual review by the Compensation Committee of the Board and may be subject to increase from time to time by the Board (but not decrease, except as set forth in the Separation Agreement (as defined below)), in the Board’s sole discretion. |
Annual Incentive Award: | You will be entitled to participate in all executive-level annual bonus plans from time to time in effect for senior executives of the Company generally; you will be entitled to a target bonus under such annual bonus plans of 100% of your base annual salary during the year. Such bonus plans will be dependent upon corporate, group and individual performance, and any bonus amounts will be determined in accordance with NN corporate guidelines. Bonuses of this type are distributed after completion of the year-end financial audit, which is typically completed in March but shall in all cases be payable not later than two and one-half (2½) months following the end of the fiscal year for which the awards were earned. Annual incentive awards are subject to your execution, and governed by the terms, of the Executive Incentive Compensation (“EIC”) Program document. For 2023 only, your bonus amount under the EIC will be guaranteed and will be no less than $835,000 (100% of your target bonus) and you will have a maximum bonus opportunity equal to $1,252,500 (150% of your target bonus) for performance at or above top performance levels. | ||||
Inducement Award: | As a material inducement to you accepting employment with the Company), the Company will grant to the Executive the following one-time equity awards: (i) 1,500,000 time-vesting restricted stock units (“RSUs”), outside of the Company’s 2022 Omnibus Incentive Plan, as amended (the “Omnibus Plan”) as an “inducement grant” (within the meaning of NASDAQ Listing Rule 5635(c)) having substantially the same terms, definitions and provisions of the Omnibus Plan. The RSUs will vest with respect to one fifth (1/5) of the shares subject thereto on each of the first five anniversaries of the Effective Date, subject to potential acceleration and the other terms and conditions set forth in an award agreement to be entered into by the Company and the Executive, which shall evidence the grant of the RSUs. (ii) 2,500,000 performance-vesting restricted stock units (“PSUs”), outside of the Omnibus Plan as an “inducement grant” (within the meaning of NASDAQ Listing Rule 5635(c)) having substantially the same terms, definitions and provisions of the Omnibus Plan. Each PSU shall entitle the Executive to receive one share of the Company’s common stock for each PSU that vests. The PSUs will vest based on the performance conditions set forth in an award agreement to be entered into by the Company and the Executive, which shall evidence the grant of the PSUs. | ||||
LTI Award | Beginning in 2028, you will be eligible to participate in the Company’s Long-Term Incentive (“LTI”) program. LTI awards are subject to your execution, and governed by the terms, of the LTI program document. | ||||
Separation Provisions: | You will be eligible for additional separation provisions related to qualifying terminations—specifically, terminations both prior to and following a Change in Control. These provisions will be set forth in a Separation Agreement (the “Separation Agreement”) that will be executed separately from and concurrently with the LOU. | ||||
Employment-at-Will: | Except as expressly set forth herein and in the Separation Agreement, nothing in this Letter of Understanding and Relocation Agreement is intended to supersede NN, Inc.’s employment-at-will policy. Under these provisions, employment with NN, Inc. is voluntarily entered into, and the associate is free to resign at will at any time, with or without cause. Similarly, NN, Inc. may terminate the employment relationship at will at any time, with or without notice or cause, so long as there is no violation of applicable federal and state law. For purposes of clarification, although employment is on an at-will basis, any termination of your employment will be subject to and in compliance with the terms of the Separation Agreement and the documents governing your RSUs and PSUs. | ||||
Relocation | Relocation provisions are described in Exhibit A attached hereto. |
Confidentiality: | Since you will be in a position of trust requiring the maintenance of confidence, you will be required to sign a confidentiality and non-disclosure agreement on your first day of employment. A copy of the current agreement will be provided to you for your review. | ||||
Reimbursement of Legal Expenses: | Not to exceed $25,000, the Company will reimburse you for reasonable legal fees and expenses incurred by you in connection with the negotiation and execution of this LOU and the agreements ancillary hereto. | ||||
Benefits: | The Company offers a broad range of benefits for you and your eligible dependents. All such benefits are subject to the terms of the benefit plans and are available to employees generally. Plans include medical, dental, life, and disability benefits, as well as voluntary offerings such as vision, 401(k), and other voluntary offerings are also available; a copy of the current enrollment guide will be provided to you for your review. |
![]() | NN, Inc. Corporate Headquarters 6210 Ardrey Kell Road • Charlotte, NC 28277 Phone: 980-264-4300 | ||||
Signed: | /s/ Harold Bevis | ||||
Printed Name: | Harold Bevis | ||||