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Equity-Based Compensation | 9 Months Ended
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Sep. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | Equity-Based Compensation Restricted Stock Plan Service Based Shares The 2015 Long-Term Incentive Plan (“LTIP”) provided for any unvested service awards to immediately vest on occurrence of a qualifying Change in Control event (“CIC event”) upon which the awardee is either terminated by the Company or the employee voluntarily resigns from the Company for good reason as defined in the LTIP within 24 months of the CIC event (“CIC Qualifying Termination”). As the Merger was a qualifying CIC event, the unvested service awards of employees that met the criteria of CIC Qualifying Termination immediately vested on such CIC Qualifying Termination date. The total fair value of such accelerated service awards of $2.1 million was expensed during the three months ended September 30, 2022 when the awards fully vested upon the termination of the employees and is included in General expense in the unaudited Condensed Consolidated Statements of Income/(Loss). Restricted Stock Plan Performance Based Shares On the Merger date, the Company modified the 2022 and 2021 performance share awards issued under the LTIP to remove the performance and market conditions for continuing employees, effectively converting the awards to service-only modified awards that cliff vest upon the original date of lapse of restrictions defined in the LTIP. The fair value of the continuing employee awards of $0.6 million will be recognized on a straight-line basis over the remaining service period, less any cost previously recognized on these performance share awards. The performance share awards of CIC Qualifying Termination employees were also modified to accelerate vesting and to set the number of shares underlying these awards at 100% of the target level defined in the LTIP rather than at the pro-rata target level based on service period completed as of the Merger date. The fair value as of the Merger date of $2.5 million was expensed during the three and nine months ended September 30, 2022 when the awards fully vested upon the termination of the employees and is included in General expense in the unaudited Condensed Consolidated Statements of Income/(Loss). Stock compensation expense related to the modified performance share awards was $2.5 million during the three and nine months ended September 30, 2022 and was recognized in General expense. Acquired Equity-Based Compensation Awards As provided in the Merger Agreement, all stock options (“Options”), stock appreciation rights ("SARs"), restricted stock units (“RSUs”) and performance share units (“PSUs”) granted pursuant to Neenah’s 2018 Omnibus Stock and Incentive Compensation Plan (“2018 Plan”) that were outstanding immediately prior to the Merger were generally automatically converted into Options, SARs, RSUs and RSUs, respectively, of the Company's common stock at the exchange ratio and otherwise generally on the same terms and conditions (including vesting exercisability and/or settlement requirements) as applied to such awards. At the closing of the Merger, the Options and SARs had fully vested and are payable to the grantees. Accordingly, there is no ongoing compensation expense related to the Options. The RSUs generally vest over a three-year term as follows: 33.3% on each of the first, second and third anniversaries of the grant date, except for RSUs issued as retirement and special grant awards, which vest over a one-year term on the first anniversary of the grant date. Vesting is contingent upon continued employment or service. The unvested portion of a grantee’s RSU will be immediately forfeited and cancelled if the grantee ceases employment or service, except for retirement awards which vest on a pro rata basis according to the proportion of days employed during the vesting period of one year. At the Merger date, the Company assumed 180,149 unvested Neenah RSUs, converted at the exchange ratio, with a total fair value of $4.2 million. In accordance with the terms of the PSU award agreements, the change in control eliminated the performance condition and market condition; as such, only the three-year service condition remains. At the Merger date, the Company assumed 292,032 unvested PSUs, converted at the exchange ratio, with a total fair value of $6.8 million automatically converted to RSUs of the Company. PSUs unvested and converted RSUs will be accounted for the same as the RSUs described above and be recognized over a weighted-average period of approximately 2 years. Stock compensation expense related to the acquired awards was $1.9 million during the three and nine months ended September 30, 2022 and was recognized in General expense.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 + Details
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