Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On February 26, 2020, we entered into a certain Separation Agreement and Release (the "Separation Agreement") with P. James Debney in connection with Mr. Debney's separation from our company as President and Chief Executive Officer and as a director of our company, which we previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2020.

Pursuant to the Separation Agreement, we will pay Mr. Debney severance pay and other benefits as follows: (i) the amount of $83,333 per month for a period of 12 months after the Termination Date (as defined in the Severance Agreement); (ii) reimbursement for Mr. Debney's cost to maintain coverage under our group medical plans, pursuant to COBRA, for a period of 12 months after the Termination Date; (iii) premiums required to maintain Mr. Debney's company-provided life insurance as of the Termination Date in the amount of $5.0 million for a period of 12 months after the Termination Date, or, in the alternative, if such life insurance cannot be maintained to reimburse Mr. Debney for the amount of premiums that would otherwise be payable to the insurer so that Mr. Debney can either convert the coverage to an individual policy or buy other insurance; (iv) a lump sum payment of $5,000 to reimburse Mr. Debney for the costs of moving expenses to move his personal property out of our offices; (v) extension of the exercise date for Mr. Debney's exercise of his options to purchase 160,667 shares of our common stock at the price of $8.89 per share under our 2013 Incentive Stock Plan to the earlier of July 31, 2020 or the day prior to the effective date of our planned separation of our outdoor products and accessories business from our firearm business; and (vi) vest Mr. Debney as of the Termination Date in 44,731 of his currently unvested RSUs subject to the delivery procedures applicable to Mr. Debney's currently vested RSUs, except there will be no one-year hold requirement, provided that all other unvested RSUs shall be terminated and of no effect. In addition, the Separation Agreement includes mutual releases between our company and Mr. Debney, as well as non-disparagement and confidentiality requirements binding upon Mr. Debney.

The separation, which occurred during our third fiscal quarter ended January 31, 2020, resulted in a reduction in general and administrative expenses for that quarter by approximately $3.8 million. The Separation Agreement, which was executed following the end of our third quarter, will result in an increase in general and administrative expenses of approximately $1.6 million, most of which will be recognized during our fourth fiscal quarter ending April 30, 2020. Therefore, the impact in fiscal 2020 as a result of the separation and the Separation Agreement is expected to be a net reduction in general and administrative expenses of approximately $2.2 million.

The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.117 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.


Exhibit
  No.                                      Description

  10.117        Separation Agreement and Release, dated February 26, 2020, by and
              between American Outdoor Brands Corporation and P. James Debney.

  104         Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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