Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported, on September 1, 2021, the Board of Directors (the
"Board") of the Company approved the appointment of Jeffrey Bird as its
President and Chief Executive Officer, and elected him to its Board of Directors
(the "Board"), both effective as of January 1, 2022 to succeed Blake T. DeBerry,
who will step down at that time.
In connection with his appointment as President and Chief Executive Officer, the
Company entered into an employment agreement with Mr. Bird on December 2, 2021
(the "Bird Employment Agreement") effective as of January 1, 2022 (the
"Effective Date"). The Bird Employment Agreement has an initial term commencing
on the Effective Date and ending on December 31, 2024, but the term of this
agreement will automatically extend for additional one-year periods unless
either the Company or Mr. Bird notifies the other party at least 90 days in
advance of the expiration of the then-current term that the agreement will not
be extended. Mr. Bird will be an "at-will" employee of the Company, and his
employment may be terminated at any time in accordance with the Bird Employment
Agreement.
Pursuant to the Bird Employment Agreement, Mr. Bird will receive an annual base
salary of $600,000 and will be eligible to receive an annual bonus to be
determined each year in accordance with the Company's normal bonus practices and
under any annual bonus plan adopted by the Company after the Effective Date.
Mr. Bird will also be entitled to 20 days paid time off subject to the Company's
policies, and he will be eligible to receive benefits consistent with other
senior executives of the Company, including medical, life and disability
insurance. Mr. Bird will also be entitled to participate in the Company's
incentive, savings and retirement plans.
If Mr. Bird's employment is terminated by the Company without "cause" or by
Mr. Bird for "good reason" (each term as defined in the Bird Employment
Agreement) and prior to a "change of control period" (as defined in the Bird
Employment Agreement), Mr. Bird will receive the following payments and
benefits: (i) a lump sum cash payment equal to two times Mr. Bird's annual base
salary and (ii) continued medical, dental, vision and life insurance coverage
until the earlier of Mr. Bird's receipt of equivalent coverage and benefits
under the plans of a subsequent employer or two years after the date of
termination. Mr. Bird's receipt of these payments and benefits is subject to his
execution and non-revocation of a release of claims and his continued compliance
with the confidentiality, non-competition and non-solicitation covenants set
forth in the Bird Employment Agreement as well as any post-separation
obligations included in any other agreement between the Company and Mr. Bird.
If Mr. Bird's employment is terminated during a change of control period by the
Company without cause or by Mr. Bird for good reason, Mr. Bird will receive the
following payments and benefits: (i) a lump sum cash payment equal to three
times Mr. Bird's annual base salary, (ii) a lump sum cash payment equal to a pro
rata portion of the greater of the annual bonus for the year of termination or
the average annual bonus amount paid for the three most recent "performance
periods" (as defined in the Bird Employment Agreement), (iii) a lump sum cash
payment in an amount equal to three times the greater of the annual bonus for
the year of termination or the average annual bonus amount paid for the three
most recent performance periods, (iv) unless greater benefits are otherwise
provided under the applicable award agreements, immediate vesting of any stock
options, restricted stock awards or performance stock units (with performance
awards vesting at target) previously granted to Mr. Bird and outstanding as of
the time immediately prior to the date of his termination and the extension of
the exercise period (if applicable to an award) until the earlier of the first
anniversary of the date of termination and the expiration date of the award and
(v) continued medical, dental, vision and life insurance coverage until the
earlier of Mr. Bird's receipt of equivalent coverage and benefits under the
plans of a subsequent employer or three years after the date of termination.
Mr. Bird's receipt of these payments and benefits is subject to his execution
and non-revocation of a release of claims and his continued compliance with the
confidentiality, non-competition and non-solicitation covenants set forth in the
Bird Employment Agreement as well as any post-separation obligations included in
any other agreement between the Company and Mr. Bird.
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In addition, Mr. Bird is subject to a perpetual covenant not to use or disclose
the Company's trade secrets or confidential information and non-competition and
non-solicitation covenants during the term of his employment and for 12 months
following his termination.
As of the Effective Date, the Bird Employment Agreement will supersede that
certain Employment Agreement, dated March 7, 2017, by and between the Company
and Mr. Bird.
The foregoing summary of the Bird Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Bird Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Employment Agreement by and between the Company and Jeffrey Bird
dated December 2, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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