Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2021, BBX Capital, Inc. ("BBX Capital"), upon the approval of the
Compensation Committee of its Board of Directors, entered into employment
agreements with Alan B. Levan, Chairman of the Board, John E. Abdo, Vice
Chairman of the Board, Jarett S. Levan, Chief Executive Officer and President,
Seth M. Wise, Executive Vice President, and Brett Sheppard, Chief Financial
Officer (collectively, the "Executive Officers").
Under the terms of their respective employment agreements, each of the Executive
Officers will continue to receive an annual base salary and be entitled to
receive bonus payments under bonus plans established from time to time by the
Compensation Committee or otherwise at the discretion of the Compensation
Committee. The following table sets forth information regarding the base salary
and Annual Bonus (as defined below) opportunity of the Executive Officers under
their respective employment agreements.
Annu
Base Annual Bonus
Executive Officer Salary (1) Opportunity (2)
Jarett S. Levan $ 900,000 60%
Seth M. Wise $ 900,000 60%
Alan B. Levan $ 400,000 200%
John E. Abdo $ 400,000 200%
Brett Sheppard $ 325,000 50%
(1)Represents base salaries for the year ending December 31, 2021. The
Compensation Committee will review and have the discretion to increase each
Executive Officer's base salary on an annual basis. The base salaries may not be
decreased without the applicable Executive Officer's written consent.
(2)Represents the Executive Officer's bonus opportunity, stated as a percentage
of his then-current base salary, for each calendar year during the term of the
agreement commencing with the year ending December 31, 2021 (the amount
actually paid to the applicable Executive Officer in respect of his annual bonus
opportunity being hereinafter referred to as the "Annual Bonus").
Each Executive Officer is also entitled to receive awards, including restricted
stock awards, stock options, and performance-based cash awards, under BBX
Capital's 2021 Incentive Plan and any other equity plans adopted by BBX Capital
in the future.
Each employment agreement has an initial term of three years (except for Mr.
Sheppard's employment agreement, which has an initial term of one year) and
provides for annual renewal terms unless either the applicable Executive Officer
or BBX Capital elects for the agreement to expire at the end of the then-current
term or the agreement is earlier terminated as set forth below.
Each employment agreement may be terminated by BBX Capital for "Cause" or
"Without Cause" or by the applicable Executive Officer for "Good Reason" (as
such terms are defined in the employment agreement). If an employment agreement
is terminated by BBX Capital for "Cause," the applicable Executive Officer will
be entitled to receive his base salary through the date of termination. If an
employment agreement is terminated by BBX Capital "Without Cause" or by the
Executive Officer for "Good Reason," the applicable executive officer will be
entitled to receive (i) his base salary through the date of termination, (ii)
the prorated portion of the Executive Officer's Annual Bonus (based on the
average Annual Bonus paid to him during the prior two fiscal years) through the
date of termination, and (iii) in accordance with the applicable Executive
Officer's employment agreement, the following severance payments. Each of Mr.
Alan Levan and Mr. Abdo will be entitled to receive a severance payment in an
amount equal to (a) 2 times the sum of his annual base salary and Annual Bonus
opportunity at the date of termination or (b) 2.99 times the sum of his annual
base salary and Annual Bonus opportunity at the date of termination if such
termination occurs within two years after a "Change in Control" (as defined in
the employment agreement). Each of Mr. Wise and Mr. Jarett Levan will be
entitled to receive a severance payment in an amount equal to (a) 1.5 times the
sum of his annual base salary and Annual Bonus opportunity at the date of
termination or (b) 2 times the sum of his annual base salary and Annual Bonus
opportunity at the date of termination if such termination occurs within two
years after a "Change in Control." Mr. Sheppard will be entitled to receive a
severance payment equal to his annual base salary as of the date of termination.
In addition, if an Executive Officer's employment agreement is terminated by BBX
Capital "Without Cause" or by the Executive Officer for "Good Reason," BBX
Capital
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will be required to provide the Executive Officer with continued benefits,
including, without limitation, health and life insurance, for the following
periods: (x) two years following the year in which the termination occurs (or
three years following the year in which the termination occurs if such
termination occurs within two years after a Change in Control) in the case of
each of Mr. Alan Levan and Mr. Abdo, (y) eighteen months following the year in
which the termination occurs (or two years following the year in which the
termination occurs if such termination occurs within two years after a Change in
Control) in the case of Mr. Jarett Levan and Mr. Wise, and (z) six months
following the year in which the termination occurs in the case of Mr. Sheppard.
Further, other than in the case of Mr. Sheppard, if an Executive Officer's
employment agreement is terminated by BBX Capital "Without Cause" or by the
Executive Officer for "Good Reason," all incentive stock options and restricted
stock awards previously granted to the Executive Officer by BBX Capital but not
yet vested as of the termination date, if any, will immediately accelerate and
fully vest as of the termination date. Each employment agreement will also be
terminated upon the Executive Officer's death, in which case the applicable
Executive Officer's estate will be entitled to receive (i) his base salary
through the date of his death and (ii) for Mr. Alan Levan, Mr. Abdo, Mr. Jarett
Levan and Mr. Wise, the prorated portion of the Executive Officer's Annual Bonus
(based on the average Annual Bonus paid to him during the prior two fiscal
years) through the date of his death and a death benefit equal to his annual
base salary. BBX Capital's obligation to make and provide the post-termination
payments and benefits described in this paragraph is subject to the applicable
Executive Officer's entry into and compliance with a non-disclosure,
non-competition, confidentiality and non-solicitation of customers agreement
with BBX Capital on terms acceptable to both the Executive Officer and BBX
Capital.
The foregoing description of the employment agreements is a summary only, does
not purport to be complete, and is qualified in its entirety by reference to the
full text of the agreements, which are included as Exhibits 10.1 through 10.5 of
this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement between the Company and Alan B. Levan
10.2 Employment Agreement between the Company and John E. Abdo
10.3 Employment Agreement between the Company and Jarett S. Levan
10.4 Employment Agreement between the Company and Seth M. Wise
10.5 Employment Agreement between the Company and Brett Sheppard
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