Item 1.01. Entry Into a Material Definitive Agreement
On August 2, 2021, Newtek Business Services Corp. ("Newtek" or the "Company")
entered into an employment agreement, effective as of August 2, 2021, with Mr.
Nicolas Young (the "Employment Agreement"). Generally, under the Employment
Agreement, Mr. Yong is entitled to a set annual base compensation in the amount
of $500,000, and cash bonuses pursuant to the Company's Annual Cash Bonus Plan.
In addition, Mr. Young is entitled to other benefits, such as participation in
retirement and medical and other plans, executive benefits, and vacation and
sick leave. The Employment Agreement also provides for a severance payment in
the case of Mr. Young being terminated without just cause, as defined therein,
Mr. Young resigning with good reason, as defined therein, a change of control,
as defined therein, or a non-renewal of Mr. Young's Employment Agreement. Under
the Employment Agreement, during the term of his employment, Mr. Young agrees to
devote substantially all of his business time to the Company and to not engage
in any business or activity contrary to the business or affairs of the Company.
The Company agrees to indemnify Mr. Young for any and all loss, expenses, or
liability that he may incur as a result of his services for the Company. Cash
bonuses are based on performance and will be determined during the term of the
Employment Agreement and therefore cannot be disclosed as this time. In
addition, pursuant to the terms of the Employment Agreement, the Board of
Directors of the Company awarded Mr. Young $600,000 of restricted shares of
Company common stock, with one-third vesting in August 2022, 2023 and 2024,
unless accelerated pursuant to the terms of the Employment Agreement.
The foregoing description of the terms of the Employment Agreements is qualified
in its entirety by the terms of the Employment Agreement, which will be filed as
an exhibit to the Company's next Quarterly Report on Form 10-Q.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 2, 2021, Newtek appointed Nicolas Young, age 49, as the Company's
Chief Risk Officer. Prior to joining the Company, Mr. Young was Executive Vice
President & Chief Credit Officer for IBERIABANK, and former EVP & Chief Risk
Officer of Sabadell in Miami, Florida. Mr. Young has over 20 years' experience
in credit and risk management. Mr. Young is a native of Montevideo, Uruguay and
holds a Bachelor of Economics from Universidad ORT Uruguay.
Mr. Young (i) was not appointed as the Company's Chief Risk Officer pursuant to
any arrangement or understanding with any other person; (ii) does not have a
family relationship with any of the Company's directors or other executive
officers; and (iii) has not engaged, since the beginning of the Company's last
fiscal year, nor proposes to engage, in any transaction in which the Company was
or is a participant. Mr. Young is expected to be a named executive offer in the
Company's future proxy statements, and will be a Section 16 reporting person.
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