Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
As of the Effective Date, the base salary for each of Messrs. Battles and
Gerstenberg will be increased to
(i) Management Incentive Plan ("MIP"), with a cash bonus target opportunity of
150% of their base salary (determined, with respect to all of fiscal 2023, by
reference to the base salary described above, notwithstanding the
(ii) Key Employee Long-Term Incentive Program ("LTEIP") and time-based
restricted stock program under the Company's 2020 Stock Incentive Plan. For
2023, each of them will receive performance shares having a grant date market
value of 85% of their base salary and time-vesting shares having a grant date
market value equal to 285% of their base salary. The performance shares will
vest only to the extent that the Company achieves certain performance goals
established on an annual basis by the Compensation Committee of the Company's
Board of Directors (which for 2023 are based on the Company's Adjusted EBITDA
Margin and Adjusted Return on
As of the Effective Date,
In connection with their accepted offer letters, each of Messrs. Battles and
Gerstenberg entered into amended and restated severance agreements and related
confidentiality and non-competition agreements. Under such agreements, each of
them would, if their respective employment were terminated on or after the
Effective Date for reasons other than voluntary withdrawal or cause or, under
certain circumstances based on a change of control of the Company, potentially
be eligible to receive certain benefits provided they comply with the terms
thereof in the future. The terms of such agreements are substantially similar to
those of their respective existing severance agreements and related
confidentiality and non-competition agreements with the Company, except that the
amended and restated severance agreement for
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
10.59*Michael Battles accepted offer letter datedNovember 1, 2022 10.60* Severance Agreement dated as ofNovember 1, 2022 betweenMichael Battles and the Company 10.61*Eric Gerstenberg accepted offer letter datedNovember 1, 2022 10.62* Severance Agreement dated as ofNovember 1, 2022 betweenEric Gerstenberg and the Company 10.63*Alan McKim accepted offer letter datedNovember 1, 2022 99.1 Press Release of the Company, datedNovember 2, 2022 , announcing the appointment, effective as ofMarch 31, 2023 , ofMichael Battles andEric Gerstenberg as the Company's Co-Chief Executive Officers to succeed Founder and CEOAlan S. McKim 104 Cover Page Interactive Data File (embedded within Inline XBRL document) _____________
*A "management contract or compensation plan or arrangement" filed as an exhibit to this report pursuant to Item 5.02 of Form 8-K and Item 6.01(b)(10)(iii) of Regulation S-K.
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