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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