Item 1.01. Entry into a Material Definitive Agreement.
Robert J. Cicero, our Senior Vice President, General Counsel, Chief Compliance
Officer, and Secretary, has informed us of his desire to retire. At our request,
Mr. Cicero agreed to defer his retirement from his current positions until
August 1, 2021 and to continue as an employee of our company on a full-time
basis until September 10, 2021 assisting us with respect to transition matters
and performing such duties as we may reasonably request. In addition, Mr. Cicero
has agreed, for a reasonable period after September 10, 2020, upon reasonable
notice and at reasonable times, to assist and cooperate with our company
concerning business or legal related matters about which he possesses relevant
knowledge or information. As a result and as described in Item 5.02 of this
Current Report on Form 8-K, on May 24, 2021, we entered into the Separation
Agreement, which includes the General Release (each as defined herein), with
Mr. Cicero in connection with his retirement from our company. The disclosure
provided in Item 5.02 of this Current Report on Form 8-K relating to the
Separation Agreement with Mr. Cicero is hereby incorporated by reference into
this Item 1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with Mr. Cicero's retirement, on May 24, 2021, we and Mr. Cicero
entered into a separation and release agreement, or the Separation Agreement,
which includes a general release of all claims, or the General Release, as an
exhibit thereto. Pursuant to the Separation Agreement, Mr. Cicero's roles as our
Chief Compliance Officer, General Counsel, and Secretary will cease effective as
of August 1, 2021, or the Transition Date. However, from the Transition Date
through September 10, 2021, or the Termination Date, Mr. Cicero will continue to
be employed with our company in a non-executive capacity on a full time basis,
and will assist us with respect to all transition matters and perform such
duties as may reasonably be requested.
Pursuant to the Separation Agreement, if Mr. Cicero signs and does not revoke
the Separation Agreement or the General Release, during the Revocation Period
(as defined in the Separation Agreement), (a) commencing on the first regular
payroll date immediately following the end of the Revocation Period, we will
continue to pay to Mr. Cicero his annual base salary for a period of 26 weeks in
accordance with our normal payroll processing, and (b) if Mr. Cicero (or
Mr. Cicero and Mr. Cicero's eligible dependents) timely and properly elects
medical and dental insurance continuation rights under the Consolidated Omnibus
Budget Reconciliation Act of 1985, or COBRA, we will continue to pay the cost of
the COBRA premiums until the earlier of 26 weeks following the Termination Date,
or the termination of Mr. Cicero's rights under COBRA.
As of the Termination Date, Mr. Cicero acknowledges and agrees that the
Separation Agreement and General Release will supersede and replace all
benefits, rights, and obligations in connection with Mr. Cicero's employment
with our company, including, without limitation, any rights or benefits under
our executive severance pay plan. Accordingly, Mr. Cicero further acknowledges
and agrees that the Separation Agreement and General Release sets forth all
compensation and benefits to which Mr. Cicero is entitled and will be paid to
Mr. Cicero in full satisfaction thereof, in connection with Mr. Cicero's
employment with our company.
The treatment of Mr. Cicero's outstanding equity awards on account of his
separation with our company will be governed by the terms and conditions set
forth in Mr. Cicero's existing equity award agreements entered into with our
company as well as the applicable equity award plan under which such equity
awards had been granted.
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The foregoing is a summary only and does not purport to be a complete
description of all of the terms, provisions, covenants, and agreements contained
in the Separation Agreement, and is subject to and qualified in its entirety by
reference to the full text of the Separation Agreement, which is attached hereto
as Exhibit 10.129.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibits
10.129 Separation and Release Agreement, dated as of May 24, 2021, by and
between Robert J. Cicero and the Registrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
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