Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2022, Crown Holdings, Inc. (the "Company") entered into an
employment agreement with its Senior Vice President and Chief Financial Officer
Kevin C. Clothier (the "Employment Agreement") in connection with Mr. Clothier's
promotion to Chief Financial Officer of the Company. The material terms of the
Employment Agreement, which became effective January 1, 2022, are summarized
below.
Term. Mr. Clothier's initial term shall be for a period of one year and shall
automatically renew for one year terms unless either party gives written notice
at least thirty days prior to any automatic renewal.
Base Salary and Bonus. Mr. Clothier's starting annual base salary will be
$535,000. Mr. Clothier's base salary will be reviewed and adjusted as
appropriate in accordance with the Company's regular compensation review
practices. Additionally, Mr. Clothier will be eligible for a cash bonus in an
amount to be determined in accordance with the Company's existing annual cash
incentive bonus plan or any successor plan. Mr. Clothier is also eligible to
participate in the Company's Restoration Plan and the Company's equity-based
incentive plans.
Other Benefits. Mr. Clothier will be eligible to participate in the Company's
employee benefit plans and programs on the same terms and conditions as apply to
the Company's salaried personnel generally, as in effect from time to time.
Severance Terms. Upon termination of Mr. Clothier's employment by the Company
without "cause" prior to a change in control of the Company, Mr. Clothier will
be entitled to any unpaid base salary earned through the date of termination; a
pro-rata incentive bonus for the year of termination determined based on the
actual bonus, if any, he would have been paid for such year absent such
termination; a lump-sum payment equal to his then-current base salary; and such
retirement and other benefits earned and vested as of the date of his
termination. Upon termination of Mr. Clothier's employment by the Company
without "cause" or by Mr. Clothier for "good reason," in either case, during the
12-month period following a change in control of the Company, Mr. Clothier will
be entitled to any unpaid base salary earned through the date of termination; a
lump-sum payment equal to three times the sum of his then-current base salary
and his average annual bonus for the three completed years prior to the year of
such termination of employment, such retirement and other benefits earned and
vested as of the date of his termination, and accelerated vesting and
exercisability, as applicable, of all outstanding stock options and restricted
stock.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following is furnished as an exhibit to this report.
10.1 Employment Agreement, dated January 7, 2022, between Crown Holdings,
Inc. and Kevin C. Clothier
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