Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(e) On January 13, 2022, Delta Apparel, Inc. (the "Company") and Robert W.
Humphreys, the Company's Chairman and Chief Executive Officer, entered into a
Sixth Amendment (the "Sixth Amendment") to the employment and non-solicitation
agreement dated June 10, 2009, between the Company and Mr. Humphreys. The
employment and non-solicitation agreement, which was filed with the Securities
and Exchange Commission (the "SEC") on August 28, 2009, as Exhibit 10.11 to the
Company's Form 10-K for its fiscal year ended June 27, 2009, was subsequently
amended on August 17, 2011, June 6, 2012, December 5, 2014, April 27, 2017, and
May 11, 2020 and such amendments were filed with the SEC on August 19, 2011,
June 8, 2012, December 8, 2014, April 28, 2017, and May 12, 2020 respectively
(as amended, the "Agreement").
The Sixth Amendment extends the term of the Agreement by an additional two
years. Unless earlier terminated in accordance with its terms, the Agreement
will now continue until the date the Company files with the SEC its Annual
Report on Form 10-K for its 2024 fiscal year.
The Sixth Amendment provides that Mr. Humphreys' base salary will be $850,000
per year subject to upward adjustment, and that Mr. Humphreys will continue to
participate in the Company's Short-Term Incentive Compensation Plan (the
"Plan"). Mr. Humphreys' base incentive compensation opportunity under the Plan
for fiscal years 2023 and 2024 will be increased to $750,000, with a maximum
payout of $1,500,000 for any single fiscal year.
The Sixth Amendment also provides that Mr. Humphreys will participate in the
Company's 2020 Stock Plan (the "Stock Plan") and, pursuant to the terms of the
Stock Plan and a separate award agreement between the Company and Mr. Humphreys,
Mr. Humphreys will receive a grant of 84,000 restricted stock units, with 42,000
of such restricted stock units eligible to vest upon the filing of the Company's
Annual Reports on Form 10-K with the SEC for its 2023 and 2024 fiscal years
based solely on Mr. Humphrey's service through the end of each applicable fiscal
year. With respect to any restricted stock units that vest upon the filing of
the Company's Annual Reports on Form 10-K with the SEC for fiscal years 2023 and
2024, Mr. Humphreys will receive shares of Company stock equal to one-half of
the aggregate number of such vested restricted stock units and a cash payment
equal to one-half of the value of the aggregate number of such vested restricted
stock units.
The Sixth Amendment further states that if Mr. Humphreys is terminated by the
Company without Cause (as defined in the Agreement), or if Mr. Humphreys
terminates his employment following a material breach by the Company, Mr.
Humphreys is entitled to receive, among other requirements that are not being
amended by the Sixth Amendment, 100% of the Plan award earned by Mr. Humphreys
for the most recent full fiscal year prior to termination. In addition, within
one year of a Change of Control (as defined in the Agreement) if Mr. Humphreys
terminates his employment for Good Reason (as defined in the Agreement) or the
Company terminates his employment for any reason other than Cause, death, or
disability within one year of a Change in Control, then Mr. Humphreys is
entitled to receive, among other requirements that are not being amended by the
Sixth Amendment, 100% of the Plan award earned by Mr. Humphreys for the most
recent full fiscal year prior to termination.
The foregoing description of the Sixth Amendment is not complete and is
qualified in its entirety by the actual provisions of the Sixth Amendment, a
copy of which is filed as an Exhibit to this Current Report on Form 8-K and
incorporated herein by reference.
The terms and conditions of the Agreement remain unchanged other than as
explicitly amended by the Sixth Amendment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
Number
Sixth Amendment to Employment and Non-Solicitation Agreement
10.1 dated January 13, 2022, between the Company and Robert W.
Humphreys
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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