Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 10, 2022, the Board of Directors and management of Limoneira Company
(the "Company") were notified of Alex M. Teague's decision to retire as Senior
Vice President and Chief Operating Officer of the Company, effective as of
February 1, 2022. Effective upon Mr. Teague's retirement, the Company will
eliminate the position of Chief Operating Officer as part of a reorganization of
its management structure. The responsibilities of the Chief Operating Officer
will be assigned to other executives of the Company.
Separation Agreement
In connection therewith, the Company and Mr. Teague entered into a separation
agreement, effective February 1, 2022 (the "Separation Agreement"). Pursuant to
the Separation Agreement, (i) Mr. Teague will be paid one year of his annual
base salary, which shall be paid in one lump sum within ninety (90) business
days of January 12, 2022; (ii) twenty-three thousand nine hundred ninety-nine
(23,999) shares of the Company's common stock granted to Mr. Teague pursuant to
the Limoneira Company Omnibus Incentive Plan, shall fully vest; and (iii) he
will receive certain other benefits as set forth in the Separation Agreement.
Mr. Teague has agreed to certain confidentiality and non-disclosure provisions
and to release any and all claims against the Company, its affiliates and their
officers, directors, shareholders, employees, agents, fiduciaries and other
representatives in consideration for the benefits provided to him under the
Separation Agreement.
Consulting Agreement
On January 12, 2022, the Company and Mr. Teague entered into a consulting
agreement (the "Consulting Agreement"), pursuant to which Mr. Teague will
provide consulting services to the Company beginning February 1, 2022. Mr.
Teague's consulting services will be rendered to the Company on an as needed
basis. Mr. Teague will receive an hourly consulting fee for services rendered
under the Consulting Agreement. The Consulting Agreement has an indefinite term
may be amended or terminated at any time upon mutual agreement of the Company
and Mr. Teague.
The foregoing description of the Separation Agreement and Consulting Agreement
are qualified in their entirety by reference to the full text of the Separation
Agreement and Consulting Agreement, which are attached as Exhibit 10.1 and
Exhibit 10.2 to this Current Report on Form 8-K and incorporated in this Item
5.02 by reference.
Item 9.01 Financial Statements and Exhibits
10.1 Separation Agreement, by and between Limoneira Company and Alex M.
Teague, dated January 10, 2022.
10.2 Consulting Agreement, by and between Limoneira Company and AMT Ag
Consulting, LLC, dated January 12, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
© Edgar Online, source Glimpses