Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2020 Alan Fine informed Real Goods Solar, Inc. (the "Company")
that, due to health reasons, Mr. Fine will resign from all positions with the
Company, including his positions as Chief Financial Officer, Chief
Administrative Officer, Principal Accounting Officer and Treasurer, effective
January 17, 2020. His departure is not the result of any issue or concern with
the Company's accounting, financial reporting or internal control over financial
reporting, nor is it the result of Mr. Fine's contributions or performance while
at the Company.
Effective January 17, 2020, the Company's Board of Directors appointed Richard
Barich, age 57, as the Company's Chief Financial Officer, Principal Accounting
Officer and Treasurer. Mr. Barich has performed financial and accounting
services for the Company as an independent contractor since October 2019. From
May 2018 to October 2019, he served as the Corporate Controller for
International Car Wash Group, Inc., a multi-unit retailer with 150 corporate
owned car wash sites in the US and over 900 sites worldwide. From July 2016 to
May 2018, he served as the Corporate Controller for Pharmaca Integrative
Pharmacy, a private equity owned multi-unit retailer with 31 corporate owned
retail and pharmacy locations. From January 2013 to July 2016, he served as the
Chief Financial Officer and Controller for At The Beach, LLC, a multi-unit
retailer with 73 corporate owned tanning salons. Mr. Barich has a bachelor of
science degree in accounting from California State University and is a licensed
certified public accountant (non-active) in California.
Mr. Barich has no family relationship with any of the executive officers or
directors of the Company. There are no arrangements or understandings between
Mr. Barich and any other person pursuant to which he was elected as an officer
of the Company.
Mr. Barich has entered into an employment offer letter with the Company (the
"Offer Letter") and is expected to begin his employment on January 10, 2020.
Under the Offer Letter, Mr. Barich's annual base salary is $150,000. On January
10, 2020, the Compensation Committee of the Board approved Mr. Barich being
granted 50,000 restricted shares of the Company's Class A common stock, par
value $0.0001 per share under the Company's 2018 Long Term Incentive Plan and in
accordance with a Restricted Stock Agreement in the same form as previously
reported by the Company and approved by the Compensation Committee of the Board,
effective January 17, 2020 (the "Restricted Stock Agreement"). The restricted
shares vest fully (100%) on the first anniversary of the date of grant, provided
the grantee has continued to render Services (as defined in the Restricted Stock
Agreement) through such date.
The Restricted Stock Agreement includes the following terms and conditions:
· All of the unvested shares will vest immediately prior to the consummation
of a Change in Control (as defined in the Restricted Stock Agreement),
provided that the grantee has continued to render Services on the date the
change in control is consummated;
· Vesting ceases on the date the grantee ceases to be an employee; and
· Customary non-disparagement, confidentiality, non-solicitation and
non-compete covenants.
The foregoing description of the Restricted Stock Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Restricted Stock Agreement, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 10.1.
On January 10, 2020 the Compensation Committee of the Board approved the Company
entering into a Change in Control Agreement with Mr. Barich effective January
17, 2019. The Change in Control Agreement is in the same form and contains the
same terms as the Change in Control Agreements the Company has previously filed
and entered into with members of management, and provides that in the event a
Change in Control (as defined below) occurs, and either (i) any successor to the
Company as a result of a Change in Control fails to assume the Company's
obligations under the applicable Change in Control Agreement, or (ii) within the
one-year period immediately following the consummation of the Change in Control,
Mr. Barich's employment with the Company is (a) involuntarily terminated by the
Company without Business Reasons (as defined in the Change in Control Agreement)
or (b) voluntary terminated by the subject employee for Good Reason (as defined
in the Change in Control Agreement), then Mr. Barich shall receive a lump sum
severance payment equal to 100% of the sum of his base salary plus target bonus
for the year in question.
A "change in control" is defined in the Change in Control Agreement as a single
transaction or a series of related transactions of any one or more of the
following (subject to some exceptions): (i) any merger, consolidation or
business combination of the Company with or into any other entity or person, or
any other reorganization, in each case in which the equity holders of the
Company immediately prior to such merger, consolidation, business combination or
reorganization, own less than 50% of the voting power of the surviving entity
immediately after such merger, consolidation, business combination or
reorganization, (ii) any transaction in which in excess of 50% of the Company's
voting power is transferred to a person or a group other than the equity holders
of the Company immediately prior to such transaction(s), or (iii) a sale or
other disposition of all or substantially all of the assets of the Company.
The foregoing description of the Change in Control Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Change in Control Agreement, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Real Goods Solar, Inc. Restricted Stock Agreement, effective January
17, 2020, between Richard Barich and the Company
10.2 Change in Control Agreement, effective January 17, 2020, between
Richard Barich and the Company
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