Tutor Perini Corporation
04/04/2025 | Press release | Distributed by Public on 04/04/2025 14:38
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation Benefits Agreements
On March 31, 2025, Tutor Perini Corporation (the "Company") entered into a Separation Benefits Agreement (each an "Agreement" and collectively the "Agreements") with each of Ghassan M. Ariqat, Executive Vice President, Building and Specialty Contractors Groups; Kristiyan D. Assouri, Executive Vice President, Chief Legal Officer and Corporate Compliance Officer; and Ryan J. Soroka, Executive Vice President and Chief Financial Officer (each an "Executive" and collectively, the "Executives"). The Agreements supplement and amend the separation benefits provided in the Executives' respective employment letters, if any.
Under each Agreement, in the event of termination without "cause" or resignation for "good reason" (each, as defined in the Agreements), the applicable Executive is entitled to (i) severance equal to 150% of the sum of his or her annual base salary and target bonus for the year of termination, (ii) a pro-rata bonus for the year of termination (based on actual performance), and (iii) full vesting of outstanding equity awards (with any performance-based awards vesting at the greater of target or actual performance through the date of termination); in addition, any options held by the Executive will remain outstanding through the maximum expiration date of the option.
If either such termination occurs during the two-year period after or, in certain circumstances, six months prior to a "change in control" (as defined in the Agreement), then the Executive will receive the separation payments and benefits described above, but the severance will equal 200% (rather than 150%) of the sum of base salary and target bonus.
If the Executive's employment is terminated as a result of his or her death or disability, then the Executive will be eligible to receive (i) a pro-rata bonus for the year of termination (based on actual performance) and (ii) full vesting of outstanding equity awards (with any performance-based awards vesting at the greater of target or actual performance through the date of termination); in addition, any options held by the Executive will remain outstanding through the maximum expiration date of the option.
Pursuant to the Agreements, severance payments and benefits are subject to the Executive's (or his or her estate's) timely execution and non-revocation of a general release of claims.
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