Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory arrangements of certain officers.
On
The Retention Agreements provide for the payment of cash awards to the
Executives upon the Executive's successful completion of their duties through
the closing of the Business Combination, subject to the condition that such
closing occurs no later than
If the Company terminates the Executive's employment without "Cause" prior to the closing of the Business Combination, the Executive will be entitled to receive the cash award that was eligible to be earned under the Retention Agreement, subject to potential reduction depending on the number of whole and partial months the Executive is employed through the termination date. If the Executive resigns for any reason, or his employment is terminated for "Cause," the Executive will not be eligible to receive any portion of the cash award. "Cause" is generally defined in the Retention Agreements as including the Executive's gross or chronic neglect or negligence in the performance of his employment duties, the Executive's willful misconduct in connection with his employment which is injurious to the Company or its affiliates, the Executive's conviction of any criminal act, breach of any restrictive covenants and other obligations applicable to the Executive, or the Executive's material violation of any written Company policy.
The payment of a cash award under the Retention Agreement is in lieu of, and in satisfaction of, any right to be awarded a share-based award the Executive may have under his employment agreement or terms governing his compensation.
The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the provisions of the Retention Agreement, which is filed with this Form 8-K as Exhibit 10.1 and is incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Form of Retention Agreement 104 Cover Page Interactive Data File (embedded as Inline XBRL document)
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