CBL & ASSOCIATES PROPERTIES, INC. ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)As previously reported, effective
As reported in the Company's Form 8-K filed with the
Amended and Restated Executive Employment Agreements
In conjunction with receipt of the approval of the Consenting Noteholders, and
pursuant to prior approval of the Company's Compensation Committee, the Company
has entered into Amended and Restated Executive Employment Agreements, dated as
of
Apart from certain clean-up changes that conform to the facts as of their
effective date (including the fact that the executives previously received their
Retention Bonuses payable pursuant to the Company's Key Employee Retention Plan
("KERP"), as disclosed in the Company's Form 8-K filed with the
• The initial term of the Amended and Restated Executive Employment Agreements
is defined to run from August 18, 2020 through April 1, 2024 , with automatic
renewal for successive 1-year terms if not terminated (including any such
renewals, the "Term").
• The continuation of health insurance benefits for 18 months following
termination (24 months for CEO), subject to longer continuation, if
applicable, under the terms of the Company's Tier I, Tier II and Tier III
Legacy Retiree Programs as described in the 2020 Proxy Statement, is made
subject to the executive not having been terminated for Cause (pursuant to
an expanded definition of "Cause" set forth in the Amended and Restated
Executive Employment Agreements that (i) adds any material breach of the
terms of the agreement to the definition of "Cause"; (ii) specifies in more
detail the types of executive misconduct that would be deemed to constitute
"Cause" for purposes of the agreement; and (iii) shortens the applicable
cure period, for any breach or conduct that is capable of being cured to the
reasonable satisfaction of the Board or the Compensation Committee (as
applicable), from 90 days to 30 days).
• Under the Amended and Restated Executive Employment Agreements, the
triggering events for the Severance benefits described in the 8-19-2020 Form
8-K are now (i) termination of employment by the Company without Cause
(pursuant to the expanded definition of "Cause" described above) or (ii)
termination of employment by the executive for Good Reason (as defined in
the agreement) following a Change of Control.
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• The Amended and Restated Executive Employment Agreements now provide that
each executive's Work Product (as defined in the agreement) shall be and
remain the sole and exclusive property of the Company or any of its
affiliates (as applicable).
• Under the Amended and Restated Executive Employment Agreements, the
Non-Solicitation/Non-Compete terms have been altered to (i) eliminate the
prior exception that made such provisions inapplicable if the Company should
terminate the executive's employment without Cause and (ii) the applicable
Non-Competition period following a termination of employment is shortened to
6 months (with the Non-Solicitation period remaining at one year).
Second Amended and Restated Retention Bonus Agreements
In connection with the execution of the Amended and Restated Executive
Employment Agreements described above, and pursuant to the approval of the
Consenting Noteholders and the prior approval of the Company's Compensation
Committee, the Company also approved the following additional changes to the
terms of the KERP, as previously approved and described in the
Retention Period Amended Retention Period defined to run
from August 18, 2020 execution date of
original Retention Bonus Agreements through
the later of (i) September 27, 2021 or (ii)
the effective date of a Chapter 11 Plan of
Reorganization for the Company as approved
by the United States Bankruptcy Court .
Clawback: KERP bonus payment to be returned to the
Company if the executive voluntarily
terminates his or her employment for any
reason (other than death or disability), or
is terminated for Cause (as defined in the
Amended and Restated Executive Employment
Agreements), on or before the expiration of
the amended Retention Period described
above.Death/Disability If employment is terminated without Cause
(as defined in the Amended and Restated
Executive Employment Agreements), or due to
death or disability, the executive will be
entitled to retain the Retention Bonus
payments previously reported in the
11-2-2020 Form 8-K, subject to executive's
continued compliance with the
post-termination provisions of the Amended
and Restated Executive Employment
Agreements, including the
Non-Solicitation/Non-Compete terms
described above.
Apart from the changes described above, the material terms of the Second Amended
and Restated Retention Bonus Agreements remain the same as those of the original
Retention Bonus Agreements disclosed in the
The foregoing summary descriptions of (i) the Amended and Restated Executive Employment Agreements and (ii) the Second Amended and Restated Retention Bonus Agreements are not complete, and are qualified in their entirety by reference to the full text of the forms of such agreements which are filed as exhibits to this report.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired Not applicable (b) Pro Forma Financial Information Not applicable (c) Shell Company Transactions Not applicable (d) Exhibits Exhibit Number Description10.2.22 Form of Amended and Restated Employment Agreement entered intoMay 21, 2021 with certain Company executives. Filed herewith.10.2.23 Form of Second Amended and Restated Retention Bonus Agreement for the Chairman of the Board, entered intoMay 21, 2021 . Filed herewith.
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Form of Second Amended and Restated Retention Bonus Agreement for the
10.2.24 Company's NEOs Other Than the Chairman of the Board, entered into May
21, 2021 . Filed herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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