BRC INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Hafer Employment Agreement.
Pursuant to the Hafer Employment Agreement,
Under the Hafer Employment Agreement, in the event
The Hafer Employment agreement also provides for noncompetion, nonsoliciation and other customary restrictive covenants that will apply during employment and for a period of three years thereafter.
Executive Severance and Restrictive Covenant Agreements.
The Executive Severance Agreements each generally provide for certain benefits to be payable to the individual in connection with a qualifying termination of employment, as well as certain restrictive covenants.
Each Executive Severance Agreement replaces any existing employment agreement to which the applicable executive is a party. Pursuant to the Executive Severance Agreements, if the applicable executive is terminated by the Employer without "cause" (as defined in the applicable Executive Severance Agreement), subject to execution of a release of claims, the executive would be entitled to receive an amount equal to (i) 12 months' of base salary, payable in monthly installments over a one-year period following termination and (ii) reimbursement for the employer-portion of benefits coverage under COBRA for a period of 12 months following termination.
The Executive Severance Agreements also provide for noncompetition, nonsolicitation, noninterference and other customary restrictive covenants that apply during employment and for a fixed period thereafter (one year, in the case of the noncompetition covenants and two years, in the case of the nonsolicitation and noninterference covenants).
2
Founder Stock Award Grant
As contemplated in connection with the prior business combination of the
Registrant with SilverBox Engaged Merger Corp I (the "Business Combination"), on
Below is a description of the material terms of the Founder Stock Award:
· Performance Period End Date:
· Performance Criteria. Performance under the Founder Stock Award is measured
based upon the compound annual growth rate ("CAGR") of the Registrant's implied
market capitalization (determined as set forth in the Founder Stock Agreement)
over a baseline of $1,831,161,970 (which is equal to the implied market
capitalization of the Registrant following the closing of the Business
Combination). The Founder Stock Award will generally vest based upon the
Registrant's attainment of CAGR targets through the end of the performance
period, subject to Mr. Hafer's continued employment through such date.
Performance-based restricted stock units ("PSUs") with respect to 4,231,206
Class A Shares (50% of the total Founder Stock Award) will vest in the event a
CAGR of at least 25% is attained. In the event a CAGR of greater than 25% is
attained, PSUs with respect to an additional number of Class A Shares will vest
on a straight-line basis such that the full remaining amount of the Founder
Stock Award would vest upon attainment of a CAGR of 50%. No PSUs will vest
(other than any PSUs that have become Accumulated PSUs, as defined below) in
the event the CAGR is below 25%.
Based upon the current aggregate number of outstanding Class A Shares and
shares of Class B Common Stock, and subject to any PSUs that become Accumulated
PSUs, as described below, the Founder Stock Award would require a minimum price
per Class A Share of approximately $26.00 to vest in any respect and a price of
approximately $65.00 per Class A Share to vest in full. However, the actual
stock price required to attain performance-vesting will depend on the actual
number of shares outstanding as of the applicable measurement date.
· Annual Measurement. Under the Founder Stock Award, the CAGR will be measured
each year, and in the event the CAGR targets are attained a pro-rata portion of
such award will become performance-vested ("Accumulated PSUs") and remain
subject only to continued service-based vesting through the end of the
performance period.
· Termination of Employment. Under the Founder Stock Award, in the event
Mr. Hafer's employment is terminated by the Employer without "cause" or if he resigns for "good reason" (each as defined in the Hafer Employment Agreement) orMr. Hafer's employment terminates due toMr. Hafer's death or disability, he will (i) vest in PSUs that are Accumulated PSUs and (ii) forfeit all remaining PSUs. Upon termination of employment for any other reason, all unvested PSUs (including Accumulated PSUs) will be forfeited.
· Change of Control. Upon a Change of Control (as defined in the Plan) unless
otherwise assumed by any successor in a manner compliant with the Plan and the Founder Stock Award Agreement, the Founder Stock Award provides for payment on a pro-rata basis, based upon the CAGR attainment through the date of the Change of Control.
The foregoing description of the applicable agreements does not purport to be complete and is qualified in its entirety by the full text of the Hafer Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference, the Executive Severance Agreements, a form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference, and the Founder Stock Award Agreement, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 10.1 Employment Agreement, dated as ofDecember 29, 2022 , by and betweenEvan Hafer andBlack Rifle Coffee Company LLC . 10.2 Form of Severance and Restrictive Covenant Agreement. 10.3 Founder Stock Award Agreement, dated as ofDecember 29, 2022 , by and amongBRC Inc. andEvan Hafer . 104 Cover Page Interactive Data File (embedded with the inline XBRL document) 3
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