Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Michael J. Cramer, Executive Vice President, Chief Administrative Officer and
Assistant Secretary and a "named executive officer", will have a reduced scope
of duties with the Company effective July 1, 2022. In connection therewith,
Mr. Cramer's annual rate of base salary will be adjusted to $120,000 as of such
date. For purposes of the Hostess Brands, Inc. Incentive Compensation Plan for
Exempt Employees, Mr. Cramer's base salary shall be the aggregate base salary he
was paid during 2022. In addition, the Company and Mr. Cramer have agreed that
Mr. Cramer shall only be eligible to receive severance under the HB Key
Executive Severance Benefit Plan (the "Severance Plan") if Mr. Cramer's
termination of employment constitutes a Change in Control Termination, as
defined in the Severance Plan.
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