Uni-Pixel Bankruptcy KEIP Approval Sought


Uni-Pixel filed with the U.S. Bankruptcy Court a motion for an order authorizing the Debtors to establish and administer a key employee incentive program (KEIP).

The KEIP motion explains, “The KEIP is necessary to incentivize critical personnel to continue to perform at a high level, without distraction, while assuming additional roles and performing services beyond the duties required by their former positions, in order to maintain and maximize the value of the Debtors’ assets for the benefit of creditors of the bankruptcy estates. The three people included in the KEIP are Jeff Hawthorne (former CEO), Christine Russell (former CFO) and Jalil Shaikh (former COO)….The KEIP is an incentive-based compensation program premised on the consummation of the sale of the Debtors’ assets and/ or collection of additional amounts from accounts receivable or insurance.”

In addition, “Former Management comprises the proposed participants in the KEIP. The KEIP Participants are invaluable and must remain involved and fully engaged in the sale process because the required work did not stop with the execution of the asset purchase agreement…. The three KEIP Participants have undertaken all of the management responsibilities of a company in a Chapter 11 reorganization. They have undertaken efforts to secure all of the Debtors’ assets, respond to requests from creditors, and reach out to prospective purchasers to solicit offers to purchase the Debtors’ assets.”

The motion continues, “The three KEIP Participants will share in an Incentive Pool equal to 15% of the cash and cash equivalents actually received by the estate from a sale of the Debtors’ assets. Distributable Proceeds will not include deferred, contingent, escrowed or other consideration not paid in cash as of the Transaction Date. KEIP Participants will also be entitled to 15% of accounts receivable that are collected and any amounts paid pursuant to foreign accounts receivable insurance (if accounts receivable are not collectable). The Incentive Pool will be allocated evenly between the three KEIP Participants. In order to receive payments from the Incentive Pool, the KEIP Participants will be required to sign a general release of all claims against the Company, including administrative claims for service to the estate.”

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