Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jay Harron's employment with Americold Realty Trust, Inc. (the "Company") ended
effective July 6, 2022 (the "Separation Date"). Mr. Harron served as Executive
Vice President and Chief Investment Officer.
Subject to execution and non-revocation of a Waiver and Release (the "Release")
pursuant to Section 7(e) of Mr. Harron's existing employment agreement (the
"Employment Agreement") previously filed with the Securities and Exchange
Commission, in connection with his departure, Mr. Harron will be entitled to the
following separation benefits (collectively, the "Separation Benefits"): (i)
cash payment in an amount equal to one times the sum of his annual base salary
and his annual bonus at the target percentage payable over twelve months,
beginning on the sixtieth day following the Separation Date, but with the first
payment being a lump sum payment covering all payment periods from the
Separation Date through the date of such first payment; (ii) cash payment in an
amount equal to a prorated portion of his annual bonus earned based on actual
performance through the last day of the performance period, based on the number
of days during the performance period that Mr. Harron was employed, payable at
the time such annual bonus would otherwise be paid; (iii) payment or
reimbursement of welfare plan coverage (other than long- and short-term
disability plans), including COBRA premiums for Mr. Harron and his eligible
dependents, for up to 12 months; (iv) the next installment of his time-based
restricted stock units and operating partnership profits units that would have
vested on the next scheduled vesting date after the Separation Date will vest
sixty days following the Separation Date; and (v) a prorated portion of his
performance-based restricted stock units and operating partnership profits units
will remain eligible to vest based on actual performance through the last day of
the performance period, based on the number of days during the performance
period that Mr. Harron was employed. Mr. Harron's eligibility to receive the
Separation Benefits is subject to compliance with the terms of the Release and
the Employment Agreement, which includes a general release of claims in favor of
the Company and its affiliates, as well as customary representation and
warranties, including compliance with fiduciary obligations to the Company, and
post-separation restrictive covenants, including confidentiality,
non-disparagement, cooperation and non-solicitation. The foregoing description
of the Release does not purport to be complete and is qualified in its entirety
by reference to the form of the Release filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 - Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Form of Waiver and Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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