Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 9, 2022, First Watch Restaurant Group, Inc. (the "Company") entered
into an employment agreement with Christopher Tomasso, the Company's President
and Chief Executive Officer (the "Employment Agreement"). The Employment
Agreement replaces in its entirety the employment agreement entered into as of
August 21, 2017 between Mr. Tomasso and the Company's subsidiary, First Watch
Restaurants, Inc., which agreement was terminated and canceled pursuant to the
terms of the Employment Agreement.
The Employment Agreement provides for a one-year term beginning on March 9,
2022, with automatic one-year renewals. The Employment Agreement provides that
Mr. Tomasso will receive an annualized base salary and is eligible to
participate in the Company's annual cash bonus plan and equity incentive plan.
Under the Employment Agreement, our board of directors may, in its discretion,
change the amount of Mr. Tomasso's annualized base salary to such greater amount
as it may deem appropriate. In addition to the above, Mr. Tomasso participates
in the employee benefits programs offered by us to our similarly-situated
employees.
Mr. Tomasso may terminate the agreement at any time with 30 days' prior written
notice, provided, however, that we may accelerate Mr. Tomasso's last day of
employment to any date within the 30 day notice period without converting the
resignation into anything other than a voluntary resignation. We may terminate
Mr. Tomasso's employment for death, "disability" or "cause," as defined in the
Employment Agreement, by written notice to Mr. Tomasso.
If we terminate Mr. Tomasso's employment without "cause" or Mr. Tomasso
terminates his employment for "good cause," then we must provide Mr. Tomasso
with (i) the unpaid annual base salary due for the period prior to and through
the date of termination, and following submission of proper expense reports by
Mr. Tomasso, reimbursement for all expenses properly incurred under the terms of
the Employment Agreement (the "Accrued Obligations"); (ii) continued payment of
Mr. Tomasso's annual base salary for a period of 12 months following the date of
termination; (iii) accrued but unused vacation through the termination date; and
(iv) a pro rata portion of Mr. Tomasso's annual bonus that Mr. Tomasso would
have earned for the year in which his termination occurred. These payments
(other than the Accrued Obligations) are subject to Mr. Tomasso's execution and
non-revocation of a waiver and release of claims.
In the event that Mr. Tomasso's employment is terminated due to his death or
disability, we must provide Mr. Tomasso's beneficiaries with (i) the Accrued
Obligations; (ii) continued payment of Mr. Tomasso's annual base salary for a
period of six months following the date of termination; (iii) accrued but unused
vacation through the termination date payable on the next regular payroll date
following the termination date; and (iv) a pro rata portion of Mr. Tomasso's
annual bonus that Mr. Tomasso would have earned for the year in which his death
or disability occurred.
For purposes of the Employment Agreement, "good cause" means the occurrence of
one or more of the following conditions, without Mr. Tomasso's consent: (i) a
material reduction in Mr. Tomasso's annual base salary or annual bonus
opportunity percentage; (ii) any material diminution in Mr. Tomasso's
responsibilities; or (iii) the relocation of our headquarters more than 20 miles
from the existing location; provided that any such condition will only
constitute good cause if Mr. Tomasso provides us with a prior written notice of
his intent to resign for good cause and we have not remedied the alleged
violations within 30 days of such notice.
For purposes of the Employment Agreement, "cause" means (i) conviction for any
crime involving moral turpitude, fraud or misrepresentation or Mr. Tomasso
pleading guilty or nolo contendere to, any felony or crime involving moral
turpitude that is damaging to our reputation; (ii) commission of any act which
is a felony; (iii) gross misconduct or fraud involving the operations of the
Company; (iv) misappropriation or embezzlement of funds or property of the
Company; (v) willful conduct which is materially injurious to the reputation,
business or business relationships of the Company; (vi) violation of any of the
provisions of the Employment Agreement or any material Company policy or work
rule; or (vii) failure to follow reasonable directions or instructions by our
board of directors, or refusal or failure to substantially perform his duties
and responsibilities under the Employment Agreement to the reasonable
satisfaction of the board of directors.
The Employment Agreement includes confidentiality, non-compete and mutual
non-disparagement provisions, as well as provisions relating to assignment of
inventions.
The foregoing description of the Employment Agreement is intended only as a
summary and is qualified in its entirety by reference to the actual terms of the
Employment Agreement, which is attached as Exhibit 10.1 hereto and is
incorporated by reference herein.
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Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreemen t between Christopher Tomasso and First Watc h
Restaurant Group, Inc. , dated March 9, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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