Footnotes
ID | footnote |
f1 |
represents all common shares held directly by the reporting person immediately prior to the merger (the "merger") described in the agreement and plan of merger, dated as of march 28, 2019, by and among zf friedrichshafen ag, verona merger sub corp. and wabco holdings inc. at the effective time of the merger, each issued and outstanding common share of wabco holdings inc. was automatically cancelled and converted into the right to receive $136.50 in cash (the "merger consideration"). |
f2 |
represents deferred stock units granted as part of the reporting person's annual retainers. at the effective time of the merger, each issued and outstanding deferred stock unit was automatically cancelled and converted into the right to receive the merger consideration. |
f3 |
the deferred stock units equal the reporting person's portion of his retainer fee divided by the closing price of wabco's common stock on the day preceding the grant date. each whole deferred stock unit represents a contingent right to receive one share of wabco common stock. the deferred stock units are 100% vested upon grant and were scheduled to be distributed in shares of common stock as soon as practicable following the earliest to occur of: (i) the reporting person's death or disability as defined in the award agreement; (ii) a "change in control" as defined in the omnibus incentive plan; (iii) the reporting person's "separation from service" (as defined under applicable tax rules) from wabco holdings inc.; or (iv) 13 months after the grant date or, if elected by the reporting person, an "optional payment date" which may not be earlier than five years and one month after the grant date. |