Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2021, Fox Factory Holding Corp. (the "Company") entered into the Fox
Factory Holding Corp. Deferred Compensation Plan (the "Plan") with an effective
date as of June 30, 2021. The Company intends that the Plan will be an unfunded
deferred compensation plan maintained for the exclusive benefit of the
participants, who will constitute a select group of management, employees and
non-employee directors (the "Participants"). The Plan will be administered by a
plan committee (the "Plan Committee") as appointed by the Company's compensation
committee (the "Compensation Committee"). The Plan is intended to comply with
Section 409A of the Code and will be unfunded for tax purposes and for purposes
of Title I of ERISA.
Participants may defer receipt of the Participant's base salary and bonus
compensation, or director fees, as the case may be, subject to any minimum or
maximum amounts to be established by the Plan Committee; and Participants will
be 100% vested at all times in these deferral accounts. The Company may, in its
sole discretion, provide discretionary credits to Participants' deferral
accounts that will vest in accordance with the vesting schedule set by the Plan
Committee; provided, however, that 100% of any such discretionary credits will
immediately vest upon a change in control. Amounts deferred under the Plan will
be credited with investment returns based on deemed investment options
determined by the Plan Administrator from time to time.
In connection with the Plan, the Company authorized the establishment of a
grantor trust, known as a "rabbi trust," for the purpose of accumulating assets
from which the Plan's liabilities may be paid to the Participants. Assets set
aside in the rabbi trust remain subject to the claims of creditors of the
Company. Participants are unsecured general creditors of the Company with
respect to benefits under the Plan.
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