Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition ofJon D. Greaves
On
In connection with his transition, on
The Employment Agreement provides that if the executive's employment is terminated by the Company without "cause" (including nonrenewal by the Company of the Employment Agreement upon expiration) or by the executive for "good reason," the executive will, upon execution of a release reasonably acceptable to the Company, be eligible to receive the following severance benefits in addition to his "accrued compensation":
· one year of base pay plus the target bonus in effect on the termination date;
· all bonus amounts earned but not yet paid for the year prior to the year in
which the termination date occurs;
· full vesting of any equity awards that would otherwise vest during the
then-current term of the Employment Agreement;
· reimbursement for premiums for 18 months of COBRA coverage if the executive
elects COBRA coverage; and
· outplacement services and support for a period of one year.
However, if any such termination occurs within two years following a "change in control," the executive will be eligible to receive the following benefits (in lieu of the benefits listed above) in addition to his "accrued compensation":
· an amount equal to the sum of (A) two times his base salary in effect on the
date of the change in control or the date of the termination, whichever is higher, and (B) two times his annual bonus on date of termination or date of change in control, whichever is higher, calculated based on maximum bonus available assuming all performance goals are fully met;
· reimbursement of the cost of health, disability and accidental death and
dismemberment insurance in an amount not less than that provided at the time of the executive's termination or, if greater, on the date on which the change in control occurred, until the earlier of (x) the date on which the executive becomes eligible to receive substantially the same or greater benefits from another employer or (y) the second anniversary of the date of the termination; and
· one year of outplacement services and support.
In addition, if the Employment Agreement is terminated following death or disability of the executive, the executive will be eligible to receive all "accrued compensation" and, if not previously vested in full, all equity awards granted to the executive will fully vest as of the termination date.
In the event the Employment Agreement is terminated by the Company with "cause" or by the executive without "good reason," the Company will be obligated to pay the executive all "accrued compensation."
The Employment Agreement generally defines:
· "change in control" as (i) any transaction that results in any person (as such
term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than current stockholders of the Company, becoming the beneficial owner (as defined in the Exchange Act), directly or indirectly, of securities representing 25% or more of the then-combined voting power of the Company's then-outstanding voting securities, (ii) individuals who, at the beginning of any 12-month period, constitute the Company's board of directors cease for any reason to constitute a majority of the Company's board of directors at the end of such 12-month period, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose, (iii) a merger, consolidation or recapitalization other than one following which voting securities prior to the transaction continue to represent more than 75% of the Company's (or surviving entity's) voting securities after the transaction, or (iv) a sale of all or substantially all of Company's assets in one transaction or a series of transactions over a 12-month period;
· "cause" as the executive's (i) conviction of, or pleading guilty or nolo
contendere to, a crime involving dishonesty or moral turpitude; (ii) any commission by the executive of an act of dishonesty, theft, fraud or embezzlement; or (iii) any willful act that has a significant adverse effect on the Company's reputation;
· "good reason" as (i) a material diminution in the executive's authority, duties
or responsibilities, or any significant adverse change in his title, as identified above, (ii) a material diminution in the executive's base compensation, as in effect from time to time; (iii) movement of the executive's place of employment more than fifty miles from his assigned location, or (iv) the failure of any successor to the Company to assume the Employment Agreement; and
· "accrued compensation" as (i) the executive's salary through the termination
date to the extent not theretofore paid, (ii) the amount of any accrued but unused vacation pay, (iii) any business expense reimbursements incurred by the executive as of the termination date and duly submitted for reimbursement, in each case consistent with the policy for such reimbursements, and (iv) any performance or discretionary bonus earned or declared for a bonus period ending before the termination date but not yet paid.
The Employment Agreement includes a non-compete covenant providing that during
the term and for a period of one year following termination, the executive may
not (a) directly or indirectly, engage in any business involving the
development, construction, acquisition, ownership or operation of data center
properties, colocation facilities and/or the provision of managed or cloud
services, whether such business is conducted by the executive individually or as
a principal, partner, member, stockholder, joint venturer, director, trustee,
officer, employee, consultant, advisor or independent contractor of any person
or (b) own any direct or indirect interests in any data center facilities,
colocation facilities or managed or cloud service providers in
A copy of the Employment Agreement is attached to this Current Report on Form . . .
Item 7.01 Regulation FD Disclosure.
Appointment ofBrent Bensten
On
On
The information set forth in this Item 7.01 and Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit
Number Exhibit Description
10.1 Employment Agreement, dated
QTS Realty Trust, Inc. ,QualityTech, LP andQuality Technology Services, LLC 99.1 Press release datedJanuary 13, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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