Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On June 15, 2021, the Board of Directors (the "Board") of
(d) On
(e) On
Base Salary. Each officer's employment agreement establishes an annual base
salary as shown in the table below effective as of
2021 ($)Regina A. Tobin 350,000Hernan E. Mujica 350,000
Incentive Bonus. Each officer's employment agreement also provides an annual
short-term cash incentive opportunity with a target bonus as set forth in the
table below relating to the portion of his or her 2021 fiscal year service
commencing on
2021 2021 2021 Base Bonus Minimum Bonus Maximum Bonus ($) ($) ($) Regina A. Tobin 120,000 0 240,000 Hernan E. Mujica 200,000 0 400,000 2
Stock Awards. Each employment agreement provides that the Compensation
Committee of the Board may grant certain stock awards to the executive officers
during the term of the agreement. The amount, performance criteria and terms of
equity awards are at the discretion of the Compensation Committee of the Board.
In connection with the same, on
Restricted Stock UnitsRegina A. Tobin 4,500 (i)Hernan E. Mujica 4,750 (ii)
(i) The service-based restricted stock units granted to
to the 1,500 service-based restricted stock units granted onMay 5, 2021 and scheduled to vest onMay 5, 2022 relating to her Q1 2021 service, and the 1,500 service-based restricted stock units that will be granted onAugust 4, 2021 and scheduled to vest onAugust 4, 2022 relating to her Q2 2021 service.
(ii) The service-based restricted stock units granted to
addition to the 2,375 service-based restricted stock units granted onMay 5, 2021 and scheduled to vest onMay 5, 2022 relating to his Q1 2021 service, and the 2,375 service-based restricted stock units that will be granted onAugust 4, 2021 and scheduled to vest onAugust 4, 2022 relating to his Q2 2021 service.
Separation and Change in Control Arrangements. The employment agreements generally provide that if an officer's employment is terminated during the term of the employment agreement for a Qualifying Reason, the Company will pay the officer three months of base salary, unless the termination occurs within 12 months following a Change in Control (as defined in the employment agreement), in which case each officer's current base salary remaining for the then existing term of their respective employment agreement will be paid. In addition, if the officer's termination occurs for a Qualifying Reason within 12 months following a Change in Control, the officer shall be paid any incentive bonus earned but not yet paid for any fiscal year ended before the date of termination, plus an incentive bonus for the year in which the date of termination occurs, equal to the officer's target bonus for that year, prorated based on the number of days in the fiscal year elapsed before the date of termination.
The employment agreements also provide for the reduction of Change in Control payments to the maximum amount that could be paid to the officers without giving rise to the excise tax imposed by Section 4999 of the Internal Revenue Code. For purposes of the employment agreements, termination for a Qualifying Reason is generally defined to be attributable to one of the following: (i) the result of the officer having submitted to the Company the officer's resignation in accordance with a request by the Board or the chief executive officer, provided that such request is not based on the Company's finding that Cause (as defined in the agreement) for termination exists, (ii) a termination by the officer for Good Reason within 12 months of a Change in Control, or (iii) a termination by the Company for any reason other than Cause or as a result of death or disability which entitles the officer to benefits under the Company's long-term disability plan. The severance payments are generally contingent upon the officer's execution of a full release of claims against the Company and continued compliance with the non-competition, non-solicitation, confidentiality and other restrictive covenants. If the officer's employment is terminated for any reason other than a Qualifying Reason (such as the officer's death, disability or for Cause), then the Company will pay to the officer only the base salary accrued for the last period of actual employment and any accrued paid time off in accordance with policies of the Company in effect from time to time.
Non-competition and other Restrictions. Each officer has agreed not to compete with us during the term of his or her employment and for a period of two years following the termination of his or her employment agreement. The employment agreements also contain certain confidentiality, non-solicitation, and non-disparagement provisions. The employment agreements contain a "clawback" provision that any compensation paid or payable to the employment agreement or any other agreement or arrangement with the Company shall be subject to recovery or reduction in future payments in lieu of recovery pursuant to any Company clawback policy in effect from time to time, whether adopted before or after the date of the employment agreement.
3
Item 9.01. Financial Statements and Exhibits
(d) Exhibits 10.1 Form of (i)Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Performance Stock Unit Award Agreement, (ii)Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Officers), and (iii)Texas Roadhouse, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Member of Board of Directors) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 4
© Edgar Online, source