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Schiller will receive a one-time inducement award of 1,050,000 performance-vesting restricted stock units that will vest, if at all, subject to and based on the Company's achievement of certain pre-established performance goals with respect to compound annual total shareholder return at the end of a three-year performance period (the "Inducement Award"), subject to an earlier determination date and shorter performance period upon a qualifying termination of Schiller's employment or a change in control. This represents the total long-term incentive opportunity during this multi-year period.
The Inducement Award was granted outside of the Company's current equity compensation plan approved by the Company's shareholders and was approved by the Board in reliance on the employment inducement exception to shareholder approval provided under NASDAQ Listing Rule 5635(c)(4) which requires public announcement of inducement awards. Pursuant to the requirements of that rule, Hain Celestial is issuing this press release. The Inducement Award and Schiller's Employment Agreement are described in more detail in the Company's Form 8-K filed with the Securities and Exchange Commission regarding Schiller's appointment.
Safe Harbor Statement
Certain statements contained in this press release constitute "forward-looking statements" within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictions based on expectations and projections about future events and are not statements of historical fact. You can identify forward-looking statements by the use of forward-looking terminology such as "plan", "continue", "expect", "anticipate", "intend", "predict", "project", "estimate", "likely", "believe", "might", "seek", "may", "will", "remain", "potential", "can", "should", "could", or "future" or the negative of those expressions, or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of results of operations and strategy, including our four-point strategic plan of investing in top brands and capabilities to grow globally, delivering on Project Terra cost savings, continually enhancing leadership across the organization, and brand positioning to create long term value for the Company's stockholders. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of activity, performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Such factors, include, among others, the Company's beliefs or expectations relating to our ability to execute and realize cost savings initiatives, including, but not limited to, cost reduction initiatives under Project Terra and stock-keeping unit ("SKU") rationalization plans and the other risks detailed from time-to-time in the Company's reports filed with the
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James Langrock / Katie Turner, The Hain Celestial Group, Inc., 516-587-5000