ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of Certain Officers
Chief Executive Officer and President
On
Executive Chair
On
Executive Vice President and Chief Investment Officer
On
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The Company entered into an indemnification agreement with
Retirement of Chief Operating Officer
On
Amended and Restated Employment Agreements
CEO Employment Agreement
· an initial term of three years, subject to automatic extensions for successive
one-year periods unless, not less than 60 days prior to the termination of the then current term, either party provides a notice of non-renewal to the other party;
· an initial annual base salary of
be determined by the Compensation Committee of the Board in accordance with the Company's customary practices, as more fully described in the Company's most recent proxy statement filed with theSecurities and Exchange Commission ("SEC");
· eligibility to receive equity awards in the discretion of the Compensation
Committee of the Board, subject to the terms of the Company's 2011 Equity Incentive Plan, as amended (or other then effective incentive plan) (the "Equity Incentive Plan"), and the applicable award agreement, and to participate in other employee benefit plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, vacation and other related benefit;
· upon the termination of employment either by the Company without "cause" or
Mr. Crooker for "good reason," or in the event that following a change of control the Company or its successor givesMr. Crooker a notice of non-renewal within 12 months following the change of control,Mr. Crooker will be entitled to the following severance payments and benefits, subject to his timely execution of a general release in the Company's favor: (i) a pro rata bonus based on the portion of the fiscal year elapsed at the time of termination; (ii) a lump-sum cash payment equal to three times the sum ofMr. Crooker's then-current annual base salary and the bonus paid toMr. Crooker for the most recently completed fiscal year; (iii) group health premiums or other insurance for a period of 18 months; and (iv) immediate vesting of all outstanding equity-based awards (other than performance-based awards) held byMr. Crooker ;
· the Company's obligation to annually nominate
the term of the CEO Employment Agreement, subject to re-election at each annual
meeting of stockholders; and
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· a non-competition provision for the 12-month period following any termination
of employment, except if the Company terminates his employment without "cause,"
if the Company provides a notice non-renewal of the CEO Employment Agreement or
if
EC Employment Agreement
In connection with his appointment as Executive Chair, the Company and
· an initial term of one year, subject to an automatic extension for one
six-month period unless, not less than 60 days prior to the termination of the then current term, either party provides a notice of non-renewal to the other party;
· an annual base salary of
determined by the Compensation Committee of the Board in accordance with the Company's customary practices, as more fully described in the Company's most recent proxy statement filed with theSEC ;
· eligibility to receive equity awards in the discretion of the Compensation
Committee of the Board (including eligibility to receive an equity award inJanuary 2023 of up to$1,300,000 in grant date fair value), subject to the terms of the Equity Incentive Plan and the applicable award agreement, and to participate in other employee benefit plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, vacation and other related benefit;
· upon the termination of employment either by the Company without "cause" or by
Mr. Butcher for "good reason,"Mr. Butcher will be entitled to the following severance payments and benefits, subject to his timely execution of a general release in the Company's favor: (i) a pro rata bonus based on the portion of the fiscal year elapsed at the time of termination; (ii) a lump-sum cash payment equal to two times (during the initial term) or one times (during the six-month renewal term, if any) the sum ofMr. Butcher's then-current annual base salary and the bonus paid toMr. Butcher for the most recently completed fiscal year; (iii) group health premiums or other insurance for a period of 18 months; and (iv) immediate vesting of all outstanding equity-based awards (other than performance-based awards) held byMr. Butcher ;
· in the event that following a change of control during the initial term of the
EC Agreement, the Company, or its successor, givesMr. Butcher a notice of non-renewal following the change of control,Mr. Butcher will be entitled to the following severance payments and benefits, subject to his timely execution of a general release in the Company's favor: (i) a pro rata bonus based on the portion of the fiscal year elapsed at the time of termination; (ii) a lump-sum cash payment equal to two times the sum ofMr. Butcher's then-current annual base salary and the bonus paid toMr. Butcher for the most recently completed fiscal year; (iii) group health premiums or other insurance for a period of 18 months; and (iv) immediate vesting of all outstanding equity-based awards (other than performance-based awards) held byMr. Butcher ;
· an agreement to annually nominate
the EC Employment Agreement, subject to re-election at each annual meeting of stockholders; and
· a non-competition provision for the 12-month period following any termination
of employment, except if the Company terminates his employment without "cause"
or if
4 CIO Employment Agreement
The Company and
· an initial term of one year, subject to automatic extensions for successive
one-year periods unless, not less than 60 days prior to the termination of the then current term, either party provides a notice of non-renewal to the other party;
· an initial annual base salary of
be determined by the Compensation Committee of the Board in accordance with the Company's customary practices, as more fully described in the Company's most recent proxy statement filed with theSEC ;
· eligibility to receive equity awards in the discretion of the Compensation
Committee of the Board, subject to the terms of the Equity Incentive Plan and the applicable award agreement, and to participate in other employee benefit plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, vacation and other related benefit;
· upon the termination of employment either by the Company without "cause" or
Mr. Chase for "good reason," or in the event that following a change of control the Company or its successor givesMr. Chase a notice of non-renewal within 12 months following the change of control,Mr. Chase will be entitled to the following severance payments and benefits, subject to his timely execution of a general release in the Company's favor: (i) a pro rata bonus based on the portion of the fiscal year elapsed at the time of termination; (ii) a lump-sum cash payment equal to two times the sum ofMr. Chase's then-current annual base salary and the bonus paid toMr. Chase for the most recently completed fiscal year; (iii) group health premiums or other insurance for a period of 18 months; and (iv) immediate vesting of all outstanding equity-based awards (other than performance-based awards) held byMr. Chase ; and
· a non-competition provision for the 12-month period following any termination
of employment, except if the Company terminates his employment without "cause," if the Company provides a notice non-renewal of the CIO Employment Agreement or ifMr. Chase terminates his employment for "good reason."
The foregoing descriptions of the CEO Employment Agreement, the EC Employment Agreement and the CIO Employment Agreement do not purport to be complete and are . . .
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit Number Description 10.1 Amended and Restated Executive Employment Agreement withWilliam R. Crooker , effective as ofJuly 1, 2022 10.2 Amended and Restated Executive Employment Agreement withBenjamin S. Butcher , effective as ofJuly 1, 2022 10.3 Amended and Restated Executive Employment Agreement withMichael C. Chase , effective as ofJuly 1, 2022 104 Cover Page Interactive Data File (embedded within the XBRL document) 5 Forward-Looking Statements
This report, together with other statements and information publicly
disseminated by the Company, contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and includes this statement for purposes of
complying with these safe harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe the Company's future plans,
strategies and expectations, are generally identifiable by use of the words
"believe," "will," "expect," "intend," "anticipate," "estimate," "should,"
"project" or similar expressions. Forward-looking statements in this report
include statements about the Company's management team and expected retirements.
You should not rely on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors that are, in some cases, beyond
the Company's control and which could materially affect actual results,
performances or achievements. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to, the risk
factors discussed in the Company's annual report on Form 10-K for the year ended
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