Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2020, the Board of Directors (the "Board") of The Goldfield
Corporation ("Goldfield" or the "Company") approved the actions set forth below
with regard to compensation eligible to be earned for 2020 performance by
Stephen R. Wherry, Acting Co-Chief Executive Officer, Senior Vice President,
Treasurer and Chief Financial Officer of Goldfield, and Jason M. Spivey, Acting
Co-Chief Executive Officer of Goldfield and President of Power Corporation of
America, Goldfield's electrical construction subsidiary.
Messrs. Wherry and Spivey were executive officers named in the Summary
Compensation Table of Goldfield's 2020 Proxy Statement. Messrs. Wherry and
Spivey are expected to be named in the Summary Compensation Table of Goldfield's
2021 Proxy Statement.
Annual Incentive Compensation Eligible to be Earned in 2020.
On October 1, 2020, the Board approved revised bonus opportunities for Messrs.
Wherry and Spivey for 2020 in accordance with the provisions of Goldfield's
Amended and Restated Performance-Based Bonus Plan. Messrs. Wherry and Spivey
will each have the opportunity to earn a bonus award up to a maximum of 100% of
his base salary, based on a target income for 2020 of $11,164,798, which
approximates the Company's 2019 operating income.
2020 Base Salary.
On October 1, 2020, the Board approved the following increases in the base
salary for Messrs. Wherry and Spivey. Effective October 1, 2020, Mr. Wherry's
base salary increased from $312,716 to $585,000 and Mr. Spivey's base salary
increased from $330,000 to $585,000.
Award of Restricted Stock Units.
On October 1, 2020, the Board approved the issuance of 50,000 Restricted Stock
Units to each Mr. Wherry and Mr. Spivey under Goldfield's 2013 Long-term
Incentive Plan. One-third of the Restricted Stock Units vest on each anniversary
of the issuance date, subject to the employee's continued employment through the
relevant anniversary date.
Retention Bonus Agreements
On October 1, 2020, the Company approved Retention Bonus Agreements with Messrs.
Wherry and Spivey. The Retention Bonus Agreements provide that if the relevant
employee is employed with the Company on October 2, 2021 (the "Retention Date"),
the employee will receive $500,000 (for Mr. Wherry) and $500,000 (for Mr.
Spivey) (the "Retention Bonus"). The Retention Bonus Agreements provide that if,
prior to the Retention Date, the relevant employee's employment is terminated by
the Company without "cause" (as defined in the Retention Bonus Agreements) or by
the employee for "good reason" (as defined in the Retention Bonus Agreements),
then, subject to the employee executing and letting become irrevocable a general
release of claims in favor of the Company, the employee will receive the
Retention Bonus. The Retention Bonus Agreements further provide that if, prior
to the Retention Date, the relevant employee's employment is terminated by the
Company for Disability (as defined in the Retention Bonus Agreements) or for
death, then, subject to the employee (or, in the event of his death, his estate)
executing and letting become irrevocable a general release of claims in favor of
the Company, the employee will receive a prorated portion of the Retention
Bonus. Finally, the Retention Bonus Agreements provide that if, prior to the
Retention Date, there occurs a "change in control" (as defined in the Retention
Bonus Agreements), then, subject to the employee's employment through such
change in control, the employee will receive the Retention Bonus. The Retention
Bonus Agreements expire on October 3, 2021. The foregoing description of the
Retention Bonus Agreements is not intended to be complete
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and is qualified in its entirety by reference to the Form of Retention Bonus
Agreement, which is incorporated by reference herein as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of Exhibit
10.1 Form of Retention Bonus Agreement.
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