Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
The offer letter will be filed with the Company's Quarterly Report on Form 10-Q
for the fiscal period ending
Effective on
A summary of the material terms of the form of Severance Agreement is included in, and a copy of the form of Severance Agreement is filed with, the Company's Current Report on Form 8-K filed onOctober 29, 2019 , each of which is incorporated herein by reference. A summary of the material terms of the form of Change in Control Agreement is included in, and a copy of the form of Change in Control Agreement is filed with, the Company's Current Report on Form 8-K filed onNovember 8, 2018 , each of which is incorporated herein by reference. The additional information required by Form 8-K Item 5.02 (c)(2) and (3) regardingMr. Howard is incorporated herein by reference from the Company's Form 8-K filed onAugust 12, 2019 . Chief Operating Officer. OnFebruary 6, 2020 , the Company's Board appointedEric A. Dorne to the role of Chief Operating Officer, effectiveMarch 8, 2020 .Mr. Dorne will share the position of Chief Operating Officer withMr. Griffin untilJuly 31, 2020 . EffectiveMarch 8, 2020 ,Mr. Dorne will receive an increased annual base salary of$750,000 (from$540,000 as Chief Administrative Officer and Chief Information Officer) and an increased annual cash bonus with a value of 100% of his base salary (from 75% as CAO & CIO) based on achievement of certain fiscal year goals and objectives beginning with the 2020 fiscal year, prorated to reflect his time as COO and CAO & CIO in fiscal 2020.Mr. Dorne's annual equity award will be targeted at 200% of his then-applicable base salary beginning with the fiscal 2021 award, which award will be made on the same or similar terms as the long-term incentive awards granted to similarly situated executives of the Company and further subject to the terms and conditions of the respective award agreements evidencing the grant.Eric Dorne has served as the Company's Chief Administrative Officer and Chief Information Officer sinceSeptember 2016 .Mr. Dorne previously served as the Company's Senior Vice President, Chief Information Officer fromSeptember 2011 toSeptember 2016 . Prior to joining the Company,Mr. Dorne was Senior Vice President and Chief Information Officer forThe Great Atlantic & Pacific Tea Company, Inc. , the parent company of theA&P , Pathmark, SuperFresh, Food Emporium and Waldbaum's supermarket chains located in theEastern United States fromJanuary 2011 to August --------------------------------------------------------------------------------
2011, and Vice President and Chief Information Officer from 2005 to 2011. In his
more than 30 years at
There are no transactions involving the Company and
Other Management Changes. In connection with the above described management
changes, effective
To support the increased responsibilities ofMr. Dorne , the Company is commencing a search for a Chief Information Officer and Chief SupplyChain Officer . Upon the appointment of a new Chief SupplyChain Officer ,Paul S. Green will transition to the role of President, Fresh. (e) Employment Agreement Amendment withMr. Spinner . OnFebruary 6, 2020 , the Board approved an Amendment (the "Spinner Amendment") to the Employment Agreement dated as ofNovember 5, 2018 by and between the Company andSteven L. Spinner to extend the Initial Term of such employment agreement, which originally expired at the end of the Company's 2020 fiscal year. Pursuant to the Spinner Amendment, the Board has renewedMr. Spinner's contract such that he will continue to serve as the Company's Chief Executive Officer and Chairman through the end of the Company's 2021 fiscal year, or such earlier date as his successor is duly appointed, if applicable. In exchange for his agreement to renew the contract for the 2021 fiscal year, the Employment Agreement has been amended to confirm thatMr. Spinner will be entitled to the severance payments provided in the original Employment Agreement upon a termination of his employment without cause. Under those terms,Mr. Spinner will receive: 2.0 times the sum of (i) base salary and (ii) target annual bonus, which will be paid out in a lump sum no later than 190 days from the date of his separation. Other payments include prorated annual bonus, at actual levels of performance, and a lump sum cash payment of$35,000 for medical benefits, payable as provided in the Employment Agreement upon termination without cause. AsMr. Spinner is retirement eligible under the terms of his Employment Agreement (having attained fifty-nine (59) years of age and provided ten (10) years of service to the Company), upon his separation from the Company, his outstanding time-based equity awards will vest in full and performance-based awards will continue to vest, based on actual performance. The payments described above and in the Spinner Amendment shall be payable as a result ofMr. Spinner's termination without cause as described above. In the event thatMr. Spinner's employment is terminated for any other reason described in the Employment Agreement, such as for Cause, or as a result of a Change in Control during the term of the Employment Agreement, then the payments described in the Employment Agreement relating to those reasons for termination shall be applicable and no payment will be made in connection withMr. Spinner's without cause termination described above and in the Spinner Amendment. Further, with respect to a Change in Control,Mr. Spinner's Employment Agreement provides that: in the event an agreement to effect a Change in Control is entered into by the Company and remains in effect or has been consummated, and a successor CEO is appointed prior toJuly 31, 2021 , thenMr. Spinner shall be entitled to the payments provided under the Employment Agreement as a result of a Change in Control whether or not a Change in Control has been completed prior toJuly 31, 2021 , and he shall not be entitled to any other severance payments. If, however, in the event an agreement to effect a Change in Control has been entered into but not yet completed, andMr. Spinner remains the CEO untilJuly 31, 2021 , thenMr. Spinner shall be entitled to the payments described above in connection with the extension of his contract untilJuly 31, 2021 , and not those payable in the event of a Change in Control. Employment Agreement Amendment withMr. Griffin . In consideration ofMr. Griffin's agreement to continue his employment untilJuly 31, 2020 , and to provide consulting services untilNovember 5, 2020 , at the Company's request, onFebruary 6, 2020 , the Board approved the Griffin Amendment toMr. Griffin's Employment Agreement, pursuant to which,Mr. Griffin will (A) continue to receive his base salary throughJuly 31, 2020 , and (B) in consideration of his full-time service throughJuly 31, 2020 and consultancy services throughNovember 5, 2020 , be entitled to payment of equal to 1.0 times the sum of his (i) base salary and (ii) target annual bonus, which will be paid out in pro rata -------------------------------------------------------------------------------- installments over one year commencing no sooner than 60 days afterJuly 31, 2020 . AsMr. Griffin is retirement eligible under the terms of the Employment Agreement (having attained fifty-nine (59) years of age and provided ten (10) years of service to the Company, his outstanding time-based equity awards will vest in full and performance-based awards will continue to vest and payable, based on actual performance.Mr. Griffin will not be eligible for any further equity awards subsequent to the effective date of the Amendment and will be eligible to receive a short-term bonus for full-year fiscal 2020, based on actual performance. Compensation ofMr. Testa . In consideration of the additional responsibilities to be assumed byMr. Testa , onFebruary 6, 2020 , the Compensation Committee of the Company's Board of Directors approved certain increases toMr. Testa's compensation, to be effectiveMarch 8, 2020 .Mr. Testa will receive an increased annual base salary of$750,000 (from$550,000 ) and an increased annual cash bonus with a value of 100% of his base salary (from 75%) based on achievement of certain fiscal year goals and objectives beginning with the 2020 fiscal year, prorated to reflect the portion of the fiscal 2020 year for which he assumed the additional responsibilities. There was no change toMr. Testa's annual equity award target, which will be targeted at 200% of his then-applicable base salary and which award will be made on the same or similar terms as the long-term incentive awards granted to similarly situated executives of the Company and further subject to the terms and conditions of the respective award agreements evidencing the grant. The Spinner Amendment and the Griffin Amendment will be filed with the Company's Quarterly Report on Form 10-Q for the fiscal period endingFebruary 1, 2020 . Item 7.01 Regulation FD Disclosure. A copy of the press release announcing the management changes described above in Item 5.02 issued by the Company onFebruary 6, 2020 is being furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release, datedFebruary 6, 2020 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
--------------------------------------------------------------------------------
© Edgar Online, source