Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Short-Term Incentive Plan
On
Under the terms of the Plan, the Company's Chief Executive Officer,
Change in Control Agreements
On
· the acquisition by an individual, entity or group (within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code)) (a "Person") of ownership of Company stock that, together with stock held by such Person, constitutes more than 50% of the total fair market value or total voting power of Company stock;
· the acquisition by any Person during the twelve-month period ending on the date
of the most recent acquisition by such Person of ownership of Company stock possessing 35% or more of the total voting power of Company stock;
· the replacement of a majority of the members of the Board during any
twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
· the acquisition by any Person during the twelve-month period ending on the date
of the most recent acquisition by such Person of Company assets that have a
total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the Company's assets immediately prior to such
acquisition.
If the executive terminates his or her employment for good reason or the Company (or its subsidiary) terminates his or her employment other than for cause, in each case within six months before or 24 months after a change in control, the executive officer is entitled to receive a lump sum cash payment equal to 24 months of his or her base salary in effect immediately prior to the double-trigger event date (as defined in the Agreements), plus the pro rata portion of any bonus earned through such date, and all unvested restricted stock and stock options previously granted to the executive will vest in full without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the applicable equity compensation plans or award agreements. The "double-trigger event date" is defined as the later of the effective date of the change in control and the date the executive's employment is terminated under the Agreement. A termination for "cause" generally consists of a breach, willful failure to perform duties, gross negligence or wrongdoing by the executive officer. For purposes of the change in control provisions, "good reason" generally means the executive officer's resignation within 30 days after the occurrence of any of the following events:
· a significant reduction of the executive officer's duties, authority,
responsibilities, or reporting relationships or the assignment to him or her of such reduced duties, authority, responsibilities, or reporting relationships, without his or her written consent; provided, however, that the change in control is not, in and of itself, a material adverse change in the executive officer's duties, authority, responsibilities or reporting relationships;
· a material reduction in the executive officer's base salary, bonus structure or
benefits, with the result that his or her overall benefits package is significantly reduced; or
· the relocation of the executive officer's principal work location to a facility
or a location more than 50 miles from his or her then present principal work location, without his or her written consent.
Under the terms of the Agreements, if the payments and benefits to which
The executive's receipt of the payments and benefits described above is subject to his or her timely execution and non-revocation of a customary release of claims.
Protective Covenants. The Agreements each contain an agreement not to compete and a covenant against the solicitation of employees and customers for the term of the executive's employment and a period of two years thereafter, provisions against the use and disclosure of trade secrets and other confidential information for the term of employment and an indefinite period thereafter, non-disparagement terms and certain other customary covenants and restrictions.
Specified Employee Delay Provision. If
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, which are attached as Exhibits 10.1 and 10.2 hereto and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 10.1 Change in Control Agreement, dated as ofJune 1, 2021 , betweenAmerica's Car Mart, Inc. , anArkansas corporation, andVickie D. Judy 10.2 Change in Control Agreement, dated as ofJune 1, 2021 , betweenAmerica's Car Mart, Inc. , anArkansas corporation, and Leonard L. Walthall
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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