Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On June 12, 2023, Marquis Industries, Inc. ("Marquis"), a subsidiary of Live
Ventures Incorporated (the "Company"), entered into amended and restated
employment agreements (the "Restated Agreements"), effective June 1, 2023 (the
"Effective Date") and ending on May 31, 2028, with each of Weston A.
Godfrey, Jr. (age 44) and Gary C. Graham, Jr. (age 54) (each, an "Executive
Officer"). Immediately prior to the Effective Date, Mr. Godfrey was serving as
Chief Executive Officer and Mr. Graham was serving as President of Marquis,
pursuant to employment agreements dated January 22, 2018 and July 29, 2019,
respectively. Prior to rejoining Marquis in January 2018, Mr. Godfrey worked for
Samsung Electronics America, Inc., and earlier in his career for Dupont.
Mr. Graham previously worked for a manufacturing company for domestic bedding
products before joining Marquis in 2003, where he has held various leadership
positions. Mr. Godfrey holds a Bachelor of Business Administration in Marketing
and Mr. Graham a Bachelor of Arts in Political Science, each from the University
of Georgia.
Throughout the Term, each Executive Officer will serve as a Co-Chief Executive
Officer, with Mr. Godfrey primarily responsible for manufacturing operations and
administrative functions and Mr. Graham primarily responsible for sales,
marketing, growth initiatives, product offering and mix. Each will be paid an
annual salary of $425,000 ("Base Salary") and each may earn a quarterly cash
incentive bonus based on the percentage increase in Pre-Tax Income of Marquis
over the immediately previous quarter, commencing with the First Production
Bonus Period. Each is also entitled to a one-time bonus of $75,000 pursuant to
the terms of their prior employment agreements. Each is entitled to (i) a car
allowance of $1,000 per month, (ii) family health and dental insurance at
Marquis' expense, (iii) a $1.0 million term life insurance policy provided by or
paid for in full by Marquis; and (iv) a family membership to a wellness center
paid for in full by Marquis.
If an Executive Officer is terminated by Marquis without Cause, other than
because of death or disability, the Executive Officer will continue to receive
(i) his unpaid base salary for a period of twelve (12) months following such
termination; and (ii) fully paid family coverage of health and dental insurance
at Marquis' expense until the earlier of twelve (12) months after such
termination or the date of the Executive Officer's subsequent employment with an
otherwise unaffiliated entity. However, if, within twelve (12) months of a
Change of Control, Marquis terminates the Executive without Cause or the
Executive Officer terminates his employment for Good Reason, Marquis will pay
the Executive Officer an amount equal to two times his Base Salary. Should a
Change of Control event occur that results in the sale of Marquis for a purchase
price of at least $100,000,000, Marquis will pay each Executive Officer an
amount equal to his Base Salary upon the closing of such event.
The Executive Officers are each subject to customary restrictive covenants,
including confidentiality, non-competition, non-solicitation, and
non-disparagement.
The descriptions contained in this Form 8-K are qualified in their entirety by
the terms of the actual agreements filed herewith as exhibits to this Form 8-K
and incorporated by reference herein. Capitalized terms not otherwise defined
herein will have the meanings ascribed to them as set forth in the Restated
Agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.115 Weston A. Godfrey, Jr. Amended and Restated Employment Agreement
10.116 Gary C. Graham, Jr. Amended and Restated Employment Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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