Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
As previously disclosed on a Current Report on Form 8-K filed on August 31, 2020
by Hycroft Mining Holding Corporation (the "Company"), on September 8, 2020 (the
"Effective Time"), Diane R. Garrett succeeded Stephen M. Jones and became the
Company's President and Chief Executive Officer, and a director and Stephen M.
Jones ceased to serve as the Company's interim President and Chief Executive
Officer or as an executive officer of the Company. In connection with Mr. Jones
stepping down as Interim President and Chief Executive Officer, the Company and
Mr. Jones entered into a Transition and Succession Agreement, dated as of
September 8, 2020 (the "Transition Agreement"), and a Consulting Agreement,
dated as of September 8, 2020 (the "Consulting Agreement").
Pursuant to the Transition Agreement, Mr. Jones resigned as Interim President
and Chief Executive Officer of the Company at the Effective Time, but shall
remain a non-executive employee of the Company through November 30, 2020 (the
"Termination Date"), at which time he will resign from the Company entirely and
his employment with the Company will terminate. Mr. Jones will receive his
ongoing salary through the Termination Date and, after that date, will receive
salary continuation payments, at a rate of $425,000 per annum, for a period of
24 months from the Termination Date payable in bi-weekly installments. In the
event of a Change in Control (as defined in Mr. Jones' Employment Agreement with
the Company), all payments to be made to Mr. Jones through Termination Date, as
well as salary continuation payments and payments due under the Consulting
Agreement will generally accelerate and be payable upon the Change in Control,
subject to certain adjustments as required under the Internal Revenue Code. In
connection with Mr. Jones prior Employment Agreement, he had agreed to certain
confidentiality, non-solicitation of executives and customers and non-compete
provisions. The Transition Agreement extended the term of such provisions for 24
months following the Termination Date. Mr. Jones will provide the Company a
general release of claims as set forth in the Transition Agreement.
Pursuant to the Consulting Agreement, Mr. Jones will provide consulting,
technical advice and transition assistance to the Company from December 1, 2020
through May 31, 2021 (the "Consulting Period"). Mr. Jones will receive $25,000
per month during the Consulting Period. The Company may terminate the Consulting
Agreement prior to May 31, 2021 only upon mutual agreement with Mr. Jones, or
for Cause (as defined in the Consulting Agreement), in which event, payments
under the agreement shall cease.
The foregoing description of the Transition Agreement and the Consulting
Agreement do not purport to be complete and is qualified in its entirety by
reference to the full text of the Transition Agreement and the Consulting
Agreement, which are attached to this Current Report on Form 8-K as Exhibit 10.1
and 10.2, respectively, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The list of exhibits is set forth on the Exhibit Index of this Current Report on
Form 8-K and is incorporated herein by reference.
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