Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the previously announced resignation of David S. Nagle from
T. Marzetti Company, a wholly-owned subsidiary of Lancaster Colony Corporation
(the "Company"), the Company and Mr. Nagle entered into an Agreement for
Severance and Release (the "Severance Agreement"), effective February 1, 2023.
Mr. Nagle's employment with T. Marzetti Company will end, effective February 28,
2023 (the "Final Date of Employment"). In consideration for Mr. Nagle's
agreement to enter into a general release and certain other standard terms and
conditions, the Company will provide Mr. Nagle with the following separation pay
and benefits:
(i) twelve months of Mr. Nagle's annual base salary will be payable to Mr. Nagle
over the Company's regularly scheduled payroll cycle;
(ii) a prorated bonus for the fiscal year ending June 30, 2023 will be payable
to Mr. Nagle, which amount will be calculated based on the actual bonus
determined pursuant to the Company's bonus plan in the normal course of business
and prorated through the Final Date of Employment;
(iii) two-thirds of Mr. Nagle's outstanding restricted stock awards issued on
February 23, 2021 and August 17, 2021 will be issued to Mr. Nagle as if vesting
occurred on the Final Date of Employment;
(iv) the remaining one-third of Mr. Nagle's outstanding stock appreciation
rights issued on February 23, 2021 will be issued to Mr. Nagle as if vesting
occurred on the Final Date of Employment;
(v) one-third of the target value on the grant date of Mr. Nagle's outstanding
performance units issued on August 17, 2021 will be payable to Mr. Nagle within
thirty days after the Final Date of Employment; and
(vi) monthly payments equal to the percentage share of medical and dental
insurance premiums paid by the Company for other salaried employees until the
later of twelve months or such time as Mr. Nagle commences employment with a new
employer offering health benefits.
The foregoing separation pay and benefits are contingent upon Mr. Nagle's
satisfactory performance of certain transition services through the Final Date
of Employment. Pursuant to the terms of the Severance Agreement, Mr. Nagle also
agreed to certain confidentiality and non-disparagement covenants.
The foregoing description of the Severance Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Severance Agreement, which is filed as Exhibit 10.1 and attached hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
10.1 Agreement for Severance and Release, effective February 1, 2023,
between the Company and Dave Nagle.
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