FRONTDOOR, INC. ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Severance Policy
On
Severance Not in Connection with a Change in Control. If a Covered Person's employment is terminated (i) by the Company without Cause (as defined in the Policy) or (ii) on account of the Covered Person's resignation from employment for Good Reason (as defined in the Policy) (each, a "Qualifying Termination"), and such Qualifying Termination is not in connection with a Change in Control (as defined in the Policy) of the Company, the Company will provide the Covered Person with the following severance payments and benefits subject to the limitations described in the Policy:
• an amount equal to the sum of the Covered Person's (i) annual base
salary and (ii) target annual bonus;
• an amount equal to the Covered Person's annual bonus earned with
respect to the calendar year immediately prior to the year in which
the Qualifying Termination occurs, to the extent not previously paid;
• if the date of the Covered Person's Qualifying Termination occurs on
or after June 30 of the calendar year of termination, an amount equal
to a pro rata portion of the Covered Person's target annual bonus for
such calendar year, based on the number of days employed during such
calendar year;
• reimbursement for monthly premiums payable for elected continued
health coverage under the Company-sponsored health plans pursuant to
the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for
twelve (12) months following the date of the Covered Person's
Qualifying Termination, which reimbursement of premiums will cease
upon the date the Covered Person obtains health care coverage from
another employer; and
• outplacement services as provided by a third party selected by the
Company in accordance with the Company's outplacement program,
provided, such outplacement services are initiated within sixty
(60) days of the date of the Covered Person's Qualifying Termination.
The non-Change-in-Control annual base salary and target annual bonus cash severance payments will be made in substantially equal installments over the 12-month period following the Covered Person's Qualifying Termination, in accordance with the Company's regular payroll practices (unless the Company elects, in its sole discretion, to pay such amount in a lump sum within 30 days following the Covered Person's Qualifying Termination). Notwithstanding the adoption of the Policy, if at the time of any Qualifying Termination a Covered Person is subject to any existing agreement with the Company or its subsidiaries or affiliates providing for severance benefits in connection with a Qualifying Termination, such Covered Person shall be entitled to the better of amounts payable under the Policy or amounts otherwise payable under such Covered Person's existing agreement.
Severance in Connection with a Change in Control. If a Covered Person
experiences a Qualifying Termination (i) in connection with a Change in Control
of the Company or (ii) within two years after the occurrence of a Change in
Control of the
• an amount equal to two (2) times the sum of the Covered Person's
(i) annual base salary and (ii) target annual bonus;
• an amount equal to the Covered Person's annual bonus earned with
respect to the calendar year immediately prior to the year in which
the Change of Control Qualifying Termination occurs, to the extent not
previously paid;
• if the date of the Covered Person's Change of Control Qualifying
Termination occurs on or after June 30 of the calendar year of
termination, an amount equal to a pro rata portion of the Covered
Person's target annual bonus for such calendar year, based on the
number of days employed during such calendar year;
• reimbursement for monthly premiums payable for elected continued
health coverage under the Company-sponsored health plans pursuant to
COBRA for eighteen (18) months following the date of the Covered
Person's Change of Control Qualifying Termination, which reimbursement
of premiums will cease upon the date the Covered Person obtains health
care coverage from another employer; and
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• outplacement services as provided by a third party selected by the
Company in accordance with the Company's outplacement program,
provided, such outplacement services are initiated within sixty
(60) days of the date of the Covered Person's Change in Control
Qualifying Termination.
The Change-in-Control annual base salary and target annual bonus cash severance payments will be made in a lump sum within 30 days following the Covered Person's Change of Control Qualifying Termination.
Release and Restrictive Covenants. Receipt of the severance payments and benefits described above will be conditioned on the Covered Person's execution (and non-revocation) of a separation agreement containing a customary general release of claims in favor of the Company, its current and former subsidiaries and affiliates and its current and former employees, officers, directors and agents and, to the extent the Covered Person is not otherwise subject to the Company's standard restrictive covenant agreement, restrictive covenants that are substantially the same as contained in such standard restrictive covenant agreement.
Item 9.01. Financial Statements and Exhibits
(d). Exhibits
Exhibit
No. Description of Exhibit
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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