Item 5. Other Information.
4K characters. Original on sec.gov ·
Item 5. Other Information.
Effective October 20, 2021, our board of directors approved the Kinder Morgan, Inc. Second Amended and Restated Stock Compensation Plan for Non-Employee Directors (the “Amended Director Plan”), which amends and restates the previous Kinder Morgan, Inc. Amended and Restated Stock Compensation Plan for Non-Employee Directors dated January 1, 2015, as
amended (the “Previous Plan”). The Amended Director Plan amends and restates the Previous Plan to increase the number of shares available for issuance under the Amended Director Plan.
The Amended Director Plan is administered by our Compensation Committee, and our board of directors has sole discretion to terminate the plan at any time. The Amended Director Plan recognizes that the compensation to be paid to each non-employee director is fixed by our board of directors, and that the compensation is payable in cash. Under the plan, in lieu of receiving some or all of the compensation in cash, non-employee directors, referred to as “eligible directors,” may elect to receive shares of our common stock. Each election generally will be at or around the first board of directors meeting in January of each year and will be effective for the entire calendar year. An eligible director may make a new election each year. The total number of shares of common stock authorized under the plan is 1,190,000.
Each annual election to receive shares of common stock will be evidenced by an agreement between us and the electing director that will contain the terms and conditions of such election. Shares issued under the plan pursuant to an election may be subject to forfeiture restrictions that lapse on the earlier of the director’s death or the date set forth in the agreement, which will be no later than the end of the calendar year to which the cash compensation relates. Until the forfeiture restrictions lapse, shares issued under the plan may not be sold, assigned, transferred, exchanged or pledged by an eligible director. In the event a director’s service as a director is terminated prior to the lapse of the forfeiture restrictions for any reason other than death or the director’s failure to be elected as a director at a stockholders meeting at which the director is considered for election, the director will, for no consideration, forfeit to us all shares then subject to the restrictions. If, prior to the lapse of the restrictions, the director is not elected as a director at a stockholders meeting at which the director is considered for election, the restrictions will lapse with respect to 50% of the director’s shares then subject to such restrictions, and the director will, for no consideration, forfeit to us the remaining shares.
The number of shares to be issued to an eligible director electing to receive any portion of annual compensation in the form of shares will equal the dollar amount elected to be received in the form of shares, divided by the closing price of our common stock on the NYSE on the day the cash compensation is awarded or, if the NYSE is not open for trading on such day, the most recent trading day (the fair market value), rounded up to the nearest ten shares. An eligible director electing to receive any portion of annual compensation in the form of shares will receive cash equal to the difference between:
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the total cash compensation awarded to such director and
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the number of shares to be issued to such director with respect to the amount determined by the director, multiplied by the fair market value of a share.
This cash payment will be payable in four equal installments, on or before March 31, June 30, September 30 and December 31 of the calendar year in which such cash compensation is awarded; provided that the installment payments will be adjusted to include dividend equivalent payments with respect to the shares during the period in which the shares are subject to forfeiture restrictions.
The foregoing is a summary of the principal provisions of the Amended Director Plan. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director Plan, which is filed as Exhibit 10.4.
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