CARROLS RESTAURANT GROUP, INC.

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05/12CARROLS RESTAURANT GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)
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CARROLS RESTAURANT GROUP, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

12/20/2021 | 04:36pm EDT

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 15, 2021, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Carrols Restaurant Group, Inc. (the "Company") approved the payment of cash retention bonuses to Anthony E. Hull, Vice President, Chief Financial Officer and Treasurer; Richard G. Cross, Vice President, Chief Development Officer; Nathan Mucher, Vice President, Chief Information Officer; and Gerald J. DiGenova, Vice President, Human Resources (each a "Recipient"), in the amounts of $100,000, $50,000, $35,000 and $30,000, respectively (the "Retention Bonuses"). The Retention Bonuses are payable on March 15, 2022, subject to each Recipient being actively employed by the Company or its subsidiaries on such date, and provided further that in the event a Recipient voluntarily terminates his employment with the Company or its subsidiaries other than for Good Reason (as defined in the Change of Control and Severance Agreement between such Recipient and the Company (the "Change of Control Agreement")) or is terminated by the Company or its subsidiaries for Cause (as defined in the Change of Control Agreement), in each case on or prior to December 31, 2022, such Recipient will be required to reimburse the Company the full amount of the Retention Bonus received by such Recipient.

The Compensation Committee awarded the Retention Bonuses in light of the fact that the Company is currently facing several significant unforeseen challenges, including labor shortages and rising labor and commodity costs, and is undergoing a search for a new Chief Executive Officer, and believes that the continued service and dedication of the Recipients is essential as the Company works to overcome these challenges and ensure a successful transition to new leadership.

The foregoing is a summary of certain material terms of the Retention Bonus Agreement (the "Agreement") entered into between the Company and each Recipient, does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of the Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.    Description
10.1             Form of Retention Bonus Agreement+
104            Cover Page Interactive Data File (formatted as Inline XBRL)

+compensatory plan or arrangement

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