Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors ("Board") of
Promotion of
On
In connection with
The Pierce Addendum extends the term of
?
?
? Subject to approval by the stockholders of the Company of its omnibus equity
plan at the upcoming 2023 Annual Meeting of Stockholders, the grant of 125,000
restricted stock units ("RSUs"), half of which may be earned in 2025 and the
remaining half of which may be earned in 2026 based on the Company achieving
targets based on adjusted EBITDA for such years. Any earned RSUs will vest on
the last day of the performance period, if
Company.
The description of the Pierce Addendum set forth above is qualified in its entirety by reference to the full text of the Pierce Addendum, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Extended Term for the Executive Chairman
On
The Weil Addendum also makes the following changes to the Weil Employment Agreement:
?
? The annual limit on shares or RSUs that the Company may grant to
under its equity compensation plan is increased to 80,000;
? RSUs previously granted to
stock price levels will continue to be eligible to vest during the extended
term;
? The grant, subject to approval by the stockholders of the Company of its
omnibus equity plan at the upcoming 2023 Annual Meeting of Stockholders, of an
aggregate of 250,000 performance based restricted stock units (the "Weil
RSUs"). 125,000 of the Weil RSUs will be Adjusted EBIDTA RSUs, 41,666 of which
may be earned for 2025, 41,666 of which may be earned for 2026 and 41,667 of
which may be earned for 2027. The remaining 125,000 of the Weil RSUs will be
Stock Price Based RSUs with the following vesting requirements:
i. 31,250 will vest if the average closing price of the Company's common stock
for any consecutive 45 calendar day period following the date of the Weil
Second Addendum shall be not less than
ii. 31,250 will vest if the average closing price of the Company's common stock
for any consecutive 45 calendar day period following the date of the Weil
Second Addendum shall be not less than
iii. 31,250 will vest if the average closing price of the Company's common stock
for any consecutive 45 calendar day period following the date of the Weil
Second Addendum shall be not less than
iv. 31,250 will vest if the average closing price of the Company's common stock
for any consecutive 45 calendar day period following the date of the Weil Second Addendum shall be not less than$22.50 .
? Extending the existing provisions under the Weil Employment Agreement relating
to the treatment of equity awards due to death and change in control to the
conditional grant of performance based RSUs escribed above (relating to
Conditions Relating to Death and Change in Control with Respect to the Special
Long-Term Grant).
The description of the Weil Second Addendum set forth above is qualified in its entirety by reference to the full text of the Weil Second Addendum, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
On
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description 10.1 Second Addendum, effectiveJanuary 1, 2023 , to the Employment Agreement datedFebruary 17, 2020 , as amended, by and between the Company andBrooks H. Pierce . 10.2 Second Addendum, effectiveJanuary 1, 2023 , to the Employment Agreement datedOctober 9, 2020 , as amended, by and between the Company andA. Lorne Weil . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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