Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
As of the Transition Date, Mr. Cooper's existing Executive Severance and Restrictive Covenant Agreement shall terminate. If Mr. Cooper's employment terminates prior to the Transition Date, the rights and obligations of the parties shall be determined solely under the terms of the Severance Agreement.
Employment Terms. Effective as of
Restrictive Covenants. The Agreement contains non-competition provisions continuing through a restriction period. The restriction period is 12 months in the case of termination by the Company for cause or by Mr. Cooper without good reason. The restriction period is 24 months in the case of a termination by the Company without cause or by Mr. Cooper for good reason. In the case of a 12-month restriction period (termination for cause or voluntary resignation without good reason), the non-competition provisions shall apply broadly with respect to industry participants. In the case of a 24-month restriction period (termination without cause or for good reason), the non-competition provisions shall only apply with respect to a list of industry participants identified in, or pursuant to, the Agreement. During the applicable restriction period, Mr. Cooper will be subject to covenants with respect to non-solicitation, non-disparagement, and non-endorsement of competing products. Mr. Cooper is also subject to a perpetual confidentiality covenant.
Severance. In the event the Company terminates Mr. Cooper without cause or Mr. Cooper terminates for good reason, in addition to the annual cash incentive described above, the Company shall provide the Mr. Cooper with the following benefits:
• annual base salary until the end of the Term, paid in equal periodic installments on the Company's regular payroll dates; and • continued vesting in all unvested equity awards which would have vested had Mr. Cooper remained employed through such vesting date.
Mr. Cooper's receipt of the above payments and benefits is conditioned upon the execution and delivery, not subsequently revoked, of a waiver and release of claims.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 99.1Beacon Roofing Supply, Inc. press release datedDecember 30, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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