Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2022, Patrick Industries, Inc. (the "Company") entered in a Letter Agreement with Todd Cleveland, the Executive Chairman of the Company (the "Executive Chairman") to be effective as of December 31, 2021 (the "Agreement"). The Agreement sets forth the terms under which Mr. Cleveland will continue to serve as Executive Chairman of the Company. The previous Executive Chairman Employment Agreement entered into on March 13, 2020 by and between the Company and Mr. Cleveland expired on December 31, 2021. The new Agreement provides for the Executive Chairman to report to the Board of Directors (the "Board"), perform such duties as are assigned or delegated to him by the Board and to devote that amount of time as is reasonably required and determined by the Board for the Executive Chairman to perform his duties, taking into account the Executive Chairman's other business obligations as in effect from time to time. In addition, the Executive Chairman will serve as Chairman of the Board during the term of the Agreement, subject to normal governance procedures relating to Board membership. The Agreement may be terminated at any time by the Executive Chairman or the Company, with or without cause. Pursuant to the Agreement, the Executive Chairman is entitled to: (i) an annual base salary of not less than $600,000, (ii) participate in the Company's employee benefits as they are generally available to the Company's executive officers, and (iii) participate in the Company's annual non-equity incentive plan (with a 2022 annual performance bonus target of $1.4 million), on terms consistent with the Company's other executive officers.

The foregoing description of the Agreement is a summary and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.




Item 9.01   Financial Statements and Exhibits
(d)  Exhibits

Exhibit 10.1 - Letter Agreement effective as of December 31, 2021 by and between the Company and Todd Cleveland

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