Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2020, in connection with his separation from the Company, which
was announced on September 24, 2020, John Bean Technologies Corporation (the
"Company") and Thomas W. Giacomini entered into a Confidential Transition,
Separation and General Release Agreement (the "Giacomini Agreement"). Pursuant
to the Giacomini Agreement, Mr. Giacomini will receive a lump sum separation
payment equal to $5,200,149, plus the value of 13,395 shares of the Company's
common stock based on a per share value equal to the closing price of the common
stock on October 1, 2020 (the "Separation Date"). This separation payment is
contingent upon Mr. Giacomini's execution and non-revocation of the Giacomini
Agreement and a supplemental release reaffirming his release and waiver of
claims as set forth in the Giacomini Agreement on the Separation Date. The
parties agreed that the Giacomini Agreement will not negatively impact Mr.
Giacomini's entitlement to benefits accrued under the Company's employee benefit
plans, all of which will be payable in accordance with the terms of the
respective plans. Mr. Giacomini agreed that upon receiving the separation
payment, he will not be entitled to any additional payments or benefits from the
Company, and that all of his unvested LTIP awards will terminate on the
Separation Date. Pursuant to the Giacomini Agreement, Mr. Giacomini released,
waived and discharged the Company, its subsidiaries and affiliates and all of
their respective agents, employees, officers, directors, shareholders,
successors and assigns from any and all actions, demands, obligations,
agreements or proceedings of any kind, whether known or unknown, at this time,
arising out of, or connected with, Mr. Giacomini's employment with the Company,
his separation from the Company and/or the end of his employment. Mr. Giacomini
will have seven days from the date of the signing of the Giacomini Agreement and
the supplemental release to revoke the same. Mr. Giacomini acknowledged and
agreed that he will remain bound by, and the separation payment will be made
subject to, Section 6 of his employment agreement, dated as of September 20,
2019, with the Company, and the Confidential Information, Non-Competition,
Non-Solicitation and Inventions Agreement (the "Restrictive Covenant Agreement")
executed pursuant thereto, and reaffirmed the Restricted Covenant Agreement.
A copy of the Giacomini Agreement is attached as Exhibit 10.1 to this Current
Report on Form 8-K. The foregoing summary is qualified in its entirety by
reference to the terms and provisions of the Giacomini Agreement.
In connection with Matt Meister's appointment as Interim Chief Financial
Officer, Mr. Meister's bi-weekly salary was increased to an annual rate of
$425,000 effective September 24, 2020, to continue for the period he serves in
the role of Interim Chief Financial Officer. Mr. Meister's target percentage for
the annual MIP incentive will remain at 40%. However, the board of directors
will take into account his performance and the length of time he serves in this
role when determining his 2020 MIP payout in February of 2021. The Board will
also factor in these considerations when determining Mr. Meister's February 2021
LTIP award. A copy of the letter describing the changes to Mr. Meister's
compensation is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
10.1 Confidential Transition, Separation and General Release Agreement,
dated as of September 25, 2020, between John Bean Technologies
Corporation and Thomas W. Giacomini.
10.2 Letter to Matt Meister, dated September 25, 2020, regarding change
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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