Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
The material changes to the employment agreements with Messrs. Thomas, Mennen
and Hahm and
Ÿ Extending from one to two years the period, following a change in control ("CIC Protection Period"), during which the named executive officer is entitled to enhanced severance upon a termination without cause or for good reason; Ÿ Clarifying that severance calculations during the CIC Protection Period are calculated without regard to any reductions in compensation following a change in control; and Ÿ Revising the definitions of "cause" and "good reason" to provide for a more objective standard, and, in the case of the definition of "cause," to include procedural protections.
The amended and restated employment agreement with
The Company also entered into agreements providing for cash-based retention
awards with Messrs. Thomas (
In addition to payment of the Thomas, Mennen and Perich retention bonuses prior to year end, the Company may accelerate the vesting of Company equity awards and the payment of 2019 annual bonuses in order to reduce negative tax consequences for the Company and its executive officers in connection with the A-B Merger.
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