Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 29, 2021, Alex Andre resigned as the Chief Financial Officer of ARC
Group, Inc. (the "Company"). In connection therewith, on July 29, 2021, Yannick
Bastien was appointed as the Chief Financial Officer of the Company. Mr. Bastien
has served as the Company's Chief Administrative Officer since April 2020 and
served as the Company's Director of Accounting from September 2015 to April
2020. Prior to joining the Company, he served as the Chief Financial Officer of
Global Offshore Resources, LLC, a company specializing in providing manpower
resources to the oil and energy industry, from August 2011 to August 2015. From
August 2007 to August 2011, Mr. Bastien served as the Chief Financial Officer of
Blue Victory Holdings, Inc., an asset development firm focused primarily on the
ownership and management of branded restaurants. Prior to that, he was a Series
7 and 63 licensed financial advisor at American Express Financial Advisors, a
financial services company, where he specialized on the retail side of public
markets and focused on analyzing financial results and identifying investment
opportunities, from 1997 to 2006. Mr. Bastien earned a Bachelor of Science in
Business Administration from Purdue University Global.
Yannick Bastien's Employment Agreement
On April 27, 2020, the Company entered into an employment agreement with Mr.
Bastien to serve as the Chief Administrative Officer of the Company (the
"Employment Agreement"). The Employment Agreement is for an initial term of
three years with automatic one-year renewals thereafter unless earlier
terminated or not renewed as provided therein. Under the terms of the Employment
Agreement, Mr. Bastien will be paid an initial annual base salary in the amount
of $150,000. Since January 1, 2021, Mr. Bastien has been eligible to receive
increases in salary in the discretion of the Company's board of directors. Mr.
Bastien's salary cannot be reduced after any increase is made in accordance with
the terms of the Employment Agreement. Mr. Bastien is eligible to receive annual
bonuses on April 1st of each year of up to an amount equal to 10% of his
then-current base salary in the discretion of the Company's board of directors.
The Employment Agreement contains customary confidentiality, non-competition,
non-solicitation and non-disparagement provisions in favor of the Company. The
terms of the Employment Agreement shall continue to be effective with respect to
Mr. Bastien's appointment as the Chief Financial Officer of the Company.
On April 27, 2020, in conjunction with the Employment Agreement, the Company
entered into a restricted stock award agreement with Mr. Bastien pursuant to
which the Company granted 150,000 shares of the Company's common stock, $0.01
par value per share, to Mr. Bastien. The shares vest in accordance with the
following schedule: (i) 50,000 shares on April 27, 2021; (ii) 50,000 shares on
April 27, 2022; and (iii) 50,000 shares on April 27, 2023. In the event the
Company terminates the employment of Mr. Bastien without "cause," as such term
is defined in Section 4(c) of the Employment Agreement, his restricted stock
award will vest in full immediately. In the event Mr. Bastien's employment with
the Company terminates by reason of death or "disability," as such term is
defined in Section 4(b) of the Employment Agreement, or if the Company
terminates Mr. Bastien's employment for "cause," as such term is defined in
Section 4(c) of the Employment Agreement, or if Mr. Bastien terminates his own
employment with the Company, then any shares that have not yet vested shall be
forfeited to the Company. In the event of certain "changes in control," as such
term is defined in the Company's 2014 Stock Incentive Plan adopted by the
Company's board of directors on June 16, 2014, all restrictions and conditions
on any of the shares then outstanding shall automatically be deemed terminated
or satisfied in full, as applicable, immediately prior to the consummation of
the change in control event.
Alex Andre's Restricted Stock Award Agreement
On April 8, 2019, the Company entered into a restricted stock award agreement
with Mr. Andre pursuant to which the Company granted 225,000 shares of the
Company's common stock, $0.01 par value per share, to Mr. Andre subject to a
vesting schedule. During his employment period with the Company, two-thirds of
the shares vested with Mr. Andre pursuant to the terms of the restricted stock
award agreement. Upon learning of Mr. Andre's decision to resign as the Chief
Financial Officer of the Company, the Company's board of directors determined
that it would be appropriate to accelerate the vesting schedule with respect to
the remaining one-third of the shares granted given Mr. Andre's faithful service
to the Company. On June 2, 2021, Mr. Bastien purchased Mr. Andre's 225,000
shares of the Company's common stock, $0.01 par value per share, for $54,000.
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