Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In connection with the appointment of Mr. Rariy as chief operating officer and
chief transformation officer, the Company entered into an offer letter (the
"Offer Letter") and a severance agreement (the "Severance Agreement") with Mr.
Rariy. Pursuant to the Offer Letter, Mr. Rariy's initial annual base salary is
The Offer Letter provides for the grant, subject to the approval of the
compensation committee of the Board, of a time-based restricted stock unit award
in the approximate value of
The Company also entered into a Severance Agreement with Mr. Rariy. Pursuant to the Severance Agreement, if Mr. Rariy is terminated by the Company "without cause" or if he voluntarily resigns for "good reason" (as such terms are defined in the Severance Agreement), Mr. Rariy will be entitled to receive the following severance payment and benefits: (i) a cash payment (less applicable withholding taxes) in an amount equal to twelve months of his then-current annual base salary; and (ii) company-paid group health, dental and vision benefits for Mr. Rariy and his covered dependents for up to twelve months. In addition, if Mr. Rariy is terminated by the Company "without cause" or if he voluntarily resigns for "good reason" during the 12-month period following a change of control (as such term is defined in the Severance Agreement), then Mr. Rariy will also be entitled to receive the following severance payment and benefits: (i) a cash payment (less applicable withholding taxes) in an amount equal to 100% of his then-current target annual cash bonus; and (ii) 100% vesting of any outstanding and unvested time-based equity awards granted to Mr. Rariy.
There are no family relationships between Mr. Rariy and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than the Offer Letter and the Severance Agreement, there are no transactions between Mr. Rariy or any member of his immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Mr. Rariy and any other persons pursuant to which Mr. Rariy was selected as the chief operating officer and chief transformation officer of the Company.
The foregoing descriptions of the Offer Letter, the Sign-On and Retention Bonus
Repayment Agreement and the Severance Agreement are summaries only and do not
purport to be complete. A copy of the Sign-On and Retention Bonus Repayment
Agreement and the Severance Agreement will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of
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