Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Richard T. Winters Transition
On August 5, 2022, Fox Factory, Inc. ("Fox Inc."), a wholly owned subsidiary of
Fox Factory Holding Corp. (the "Company"), and Mr. Richard T. Winters agreed to
a transition plan whereby Mr. Winters would step down from his role as
President, Powered Vehicles Group and transition to a Senior Executive Advisor
role. Mr. Winters' transition from such role is not the result of any dispute or
disagreement with Fox Inc., the Company or the Board of Directors (the "Board")
of the Company on any matter relating to the operations, policies or practices
of the Company or the Board.
In connection with the transition plan, Fox Inc. and Mr. Winters entered into a
Second Amendment to the Employment Agreement, dated June 29, 2019, by and
between Fox Inc. and Mr. Winters, with an effective date of August 8, 2022 (the
"Second Amendment"). Pursuant to the Second Amendment, Mr. Winters will remain
an employee of Fox Inc. in such capacity as is determined, from time to time, by
Fox Inc.'s Chief Executive Officer (the "CEO") and shall have the title of
Senior Executive Advisor. In exchange for such services, Mr. Winter's base
salary shall be $225,000 per annum, paid in accordance with Fox Inc.'s customary
payroll practices and he will not be eligible to receive any future performance
bonuses or otherwise receive any future awards of restricted stock or any other
equity awards.
The foregoing summary of the Second Amendment does not purport to be complete
and is subject to, and qualified in its entirety by, reference to the complete
text of the Second Amendment, attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit Number Description
10.1 Second Amendment to the Employment Agreement, effective as of August 5,
2022, between Richard T. Winters and Fox Factory, Inc.
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