Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Howard M. Lorber
In connection with the appointment of Howard M. Lorber as President and Chief
Executive Officer of Douglas Elliman Inc. ("Douglas Elliman"), Mr. Lorber and
Douglas Elliman entered into an employment agreement dated January 10, 2022,
which became effective as of December 29, 2021. Mr. Lorber's employment
agreement has an initial term of three years, which term will automatically be
extended by one year on each anniversary of the effective date of the employment
agreement unless either party provides prior notice that such party does not
desire to the extend the term.
The employment agreement provides for an annual base salary of $1,800,000.
Commencing January 1, 2023, Mr. Lorber's base salary will be subject to an
annual cost-of-living adjustment. The Board of Directors of Douglas Elliman may
also periodically review Mr. Lorber's base salary for increase, but not
decrease.
Mr. Lorber is also entitled to receive an annual bonus based on a target bonus
opportunity equal to 150% of Mr. Lorber's annual base salary and to participate
in Douglas Elliman's long-term incentive plans on a basis consistent with his
positions with Douglas Elliman. During the period of his employment, Mr. Lorber
is entitled to various benefits, including a car and driver provided by Douglas
Elliman, a $3,750 per month allowance for lodging and related business expenses,
a club membership and dues and use of corporate aircraft in accordance with
Douglas Elliman's corporate aircraft policy.
Upon a termination of Mr. Lorber's employment by Douglas Elliman without cause
(as defined in the employment agreement), termination of Mr. Lorber's employment
by him for good reason (as specified in the employment agreement) or upon death
or disability, Mr. Lorber (or his beneficiary in the case of death) is entitled
to receive for 36 months following termination (i) continued base salary,
(ii) an annual cash bonus (in an amount equal to the bonus paid to Mr. Lorber
for the performance period immediately prior to the year in which notice of
termination is given, but not to exceed Mr. Lorber's current target bonus
opportunity) and (iii) continued welfare benefits for Mr. Lorber and his
eligible dependents. Mr. Lorber is also entitled to accelerated vesting of
outstanding equity awards.
Upon a termination of Mr. Lorber's employment for any of the reasons described
above (other than death or disability) within two years following a change in
control (as defined in the employment agreement), Mr. Lorber will be entitled to
receive (i) a cash lump sum payable within 30 days following termination equal
to 2.99 times the sum of (a) base salary and (b) the bonus earned by Mr. Lorber
(including any amounts deferred) for the performance period that ended
immediately prior to the performance period in which the date of termination
occurs (but not to exceed Mr. Lorber's target bonus opportunity during such
year), (ii) continued participation by Mr. Lorber and his eligible dependents in
welfare benefit plans in which they were participating at the time of
termination for up to the end of the employment period and (iii) for 36 months
after termination, continued life and medical insurance benefits (reduced to the
extent comparable benefits are actually received during such 36-month period
from a subsequent employer). Mr. Lorber is also entitled to accelerated vesting
of all outstanding equity awards. In addition, Mr. Lorber will be indemnified in
the event that excise taxes are imposed on change in control payments under
Section 4999 of the Code.
The employment agreement contains certain covenants by which Mr. Lorber is
bound, including covenants not to compete with or solicit employees or customers
of Douglas Elliman.
The above description does not purport to be complete and is qualified in its
entirety by reference to Mr. Lorber's employment agreement, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item
5.02 by reference.
Employment Agreement with Richard J. Lampen
In connection with the appointment of Richard J. Lampen as Executive Vice
President and Chief Operating Officer of Douglas Elliman, Mr. Lampen and Douglas
Elliman entered into an employment agreement dated January 10, 2022, which
became effective as of December 29, 2021. Mr. Lampen's employment agreement has
an initial term of two years, which term will automatically be extended by one
year on each anniversary of the effective date of the employment agreement
unless either party provides prior notice that such party does not desire to the
extend the term.
The employment agreement provides for an annual base salary of $650,000.
Mr. Lampen is also entitled to receive an annual bonus based on a target bonus
opportunity equal to 112.5 % of Mr. Lampen's annual base salary and to
participate in Douglas Elliman's long-term incentive plans on a basis consistent
with Mr. Lampen's position with Douglas Elliman. During the period of his
employment, Mr. Lampen is entitled to various benefits, including first-class
air travel and lodging, as well as reimbursement for certain automobile and club
expenses on an after-tax basis and use of corporate aircraft in accordance with
Douglas Elliman's corporate aircraft policy.
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Upon a termination of Mr. Lampen's employment by Douglas Elliman without cause
(as defined in the employment agreement), termination of Mr. Lampen's employment
by him for good reason (as specified in the employment agreement) or upon death
or disability, Mr. Lampen (or his beneficiary in the case of death) is entitled
to receive for 24 months following termination (i) continued base salary,
(ii) an annual cash bonus (in an amount equal to the bonus paid to Mr. Lampen
for the performance period immediately prior to the year in which notice of
termination is given, but not to exceed Mr. Lampen's current target bonus
opportunity) and (iii) continued welfare benefits for Mr. Lampen and his
eligible dependents. In addition, Mr. Lampen is also entitled to receive
accelerated vesting of outstanding equity awards.
Upon a termination of Mr. Lampen's employment for any of the reasons described
above (other than death or disability) within two years following a change in
control (as defined in the employment agreement), Mr. Lampen will be entitled to
receive (i) a cash lump sum payable within 30 days following termination equal
to 2 times the sum of (a) base salary and (b) the bonus earned by Mr. Lampen
(including any amounts deferred) for the performance period that ended
immediately prior to the performance period in which the date of termination
occurs (but not to exceed Mr. Lampen's target bonus opportunity during such
year), (ii) continued participation by Mr. Lampen and his eligible dependents in
welfare benefit plans in which they were participating at the time of
termination for up to the end of the employment period and (iii) for 24 months
after termination, continued life and medical insurance benefits (reduced to the
extent comparable benefits are actually received during such 24-month period
from a subsequent employer). In addition, Mr. Lampen is also entitled to receive
accelerated vesting of all outstanding equity awards.
The employment agreement contains certain covenants by which Mr. Lampen is
bound, including covenants not to compete with or solicit employees or customers
of Douglas Elliman.
The above description does not purport to be complete and is qualified in its
entirety by reference to Mr. Lampen's employment agreement, which is attached as
Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item
5.02 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement between Douglas Elliman Inc. and Howard M. Lorber,
dated January 10, 2022.
10.2 Employment Agreement between Douglas Elliman Inc. and Richard J. Lampen,
dated January 10, 2022.
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