Enerpac Tool Group Corp. has amended the offer letter of its President and Chief Executive Officer, Paul Sternlieb, to address the treatment of equity and cash incentives upon his retirement.
The amendment, approved by the Company’s Board of Directors on October 26, 2026, modifies the original agreement signed on September 22, 2021. It establishes a retirement framework that incentivizes Sternlieb to remain with the company through at least July 31, 2030. The amendment creates specific notification windows, beginning in February 2030 and recurring from November 1 to the end of February each subsequent year, during which Sternlieb may notify the company of his intent to retire.
Under the terms of the amendment, if Sternlieb retires during these periods, unvested Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PSUs) would vest and be paid out. For PSUs, the vesting is based on actual performance measures rather than proration. Additionally, Sternlieb would receive his full annual incentive bonus for the fiscal year of retirement. The amendment also clarifies that stock options and Stock Appreciation Rights would remain exercisable through the end of their original terms.
The agreement also modifies the Change in Control Agreement and the Senior Officer Severance Plan. It increases the severance benefits to 2 times Base Salary and 2 times the Annual Incentive Amount, extends welfare benefit coverage to 24 months, and increases legal fee reimbursement to $50,000. The amendment does not alter Sternlieb’s base salary, target annual incentive opportunity, or annual long-term equity award opportunity.
