Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on November 15, 2022, SP Plus Corporation (the
"Company") announced several leadership changes, all of which will take effect
January 1, 2023.
As part of these changes, Rob Toy will transition from his role as President of
the Commercial Division to Executive Advisor to the Commercial Division. Chris
Sherman will become President of the Commercial Division.
On December 29, 2022, the Company entered into an Amended and Restated
Employment Agreement with Mr. Toy (the "Toy Agreement"). The Toy Agreement
provides that the Company shall employ Mr. Toy as an executive advisor for an
employment period beginning on January 1, 2023, and ending December 31, 2025.
The foregoing description of the Toy Agreement is qualified in its entirety by
reference to the text of the Toy Amendment filed as Exhibit 10.1 and
incorporated herein by reference.
In addition, John (Jack) Ricchiuto will transition from his role as President of
the Airports Division to Executive Advisor to the Airports Division. Ritu Vig
will become President of the Aviation Division.
On December 29, 2022, the Company entered into a fourth amendment to the
employment agreement dated December 1, 2002, as amended, between the Company and
Mr. Ricchiuto (the "Ricchiuto Amendment") and a Consulting Agreement with
Mr. Ricchiuto (the "Consulting Agreement"). The Ricchiuto Amendment provides
that the Company shall employ Mr. Ricchiuto as an executive advisor for an
employment period beginning on January 1, 2023, and ending December 31, 2023.
The Consulting Agreement provides that the Company shall engage Mr. Ricchiuto as
a consultant to the Company beginning on January 1, 2024.
The foregoing description of the Ricchiuto Amendment is qualified in its
entirety by reference to the text of the Ricchiuto Amendment filed as Exhibit
10.2 and incorporated herein by reference. The foregoing description of the
Consulting Agreement is qualified in its entirety by reference to the text of
the Consulting Agreement filed as Exhibit 10.3 and incorporated herein by
reference.
On December 28, 2022, the Company entered into a CEO Employment Agreement with G
Marc Baumann (the "CEO Employment Agreement"). The CEO Employment Agreement
supersedes Mr. Baumann's previous employment agreement with the Company, dated
June 1, 2019 (the "Prior Agreement"). Pursuant to the CEO Employment Agreement,
Mr. Baumann will continue to serve as Chief Executive Officer of the Company
under terms substantially similar to the terms of the Prior Agreement, including
that Mr. Baumann will continue to receive a base salary of $800,000, except that
the CEO Employment Agreement also provides that in the event his employment with
the Company is terminated without "Cause" (as defined in the CEO Employment
Agreement) or he terminates his employment for "Good Reason" (as defined in the
CEO Employment Agreement) in the three months prior to or two years following a
change in control of the Company, Mr. Baumann will receive the following
payments and benefits: (i) 36-months base salary; (ii) 36-months target annual
bonus; (iii) any bonus that was earned but unpaid as of the date employment was
terminated; (iv) when vested, amounts due under outstanding equity awards; and
(v) 18 months of welfare benefits continuation coverage for Mr. Baumann and his
family.
The foregoing description of the CEO Employment Agreement is qualified in its
entirety by reference to the text of the CEO Employment Agreement filed as
Exhibit 10.4 and incorporated herein by reference.
On December 28, 2022, the Board of Directors (the "Board") of the Company, upon
the recommendation of the Compensation Committee of the Board, adopted the SP
Plus Corporation Change in Control Severance Plan (the "Plan"). Under the Plan,
Kristopher H. Roy, the Company's Chief Financial Officer, and Robert A. Miles,
the Company's President, Bags, are designated as "Tier 1 Employees". In the
event Mr. Roy's or Mr. Miles' respective employment with the Company is
terminated without "Cause" (as defined in the Plan) or either officer terminates
his employment for "Good Reason" (as defined in the Plan) in the three months
prior to or two years following a change in control of the Company, such officer
will receive the following benefits: (i) 24 months base salary; (ii) 24-months
target annual bonus; (iii) any bonus that was earned but unpaid as of the date
employment was terminated; (iv) all accrued and unpaid expenses; and (v) 12
months of COBRA continuation coverage.
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The foregoing description of the Plan is qualified in its entirety by reference
to the text of the Plan filed as Exhibit 10.5 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amended and Restated Employment Agreement between SP Plus
Corporation and Rob Toy, dated as of December 29, 2022
10.2 Fourth Amendment to Employment Agreement between SP Plus Corporation
and John Ricchiuto, dated as of December 29, 2022
10.3 Consulting Agreement between SP Plus Corporation and John Ricchiuto,
dated as of December 29, 2022
10.4 CEO Employment Agreement between SP Plus Corporation and G Marc
Baumann, dated as of December 28, 2022
10.5 SP Plus Corporation Change in Control Severance Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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