Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jantoon Reigersman as Chief Financial Officer
On
Mr. Reigersman, age 39, is joining the Company after having served Leaf Group,
Ltd., a diversified Internet, media and e-commerce company, as its Chief
Financial Officer Officer from
Other than the Employment Agreement (as defined below), there are no arrangements or understandings between Mr. Reigersman and any other person pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Reigersman and any director or executive officer of the Company and Mr. Reigersman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with Mr. Reigersman's appointment,
Employment Agreement with Mr. Reigersman
In connection with his appointment, the Company entered into an employment
agreement (the "Employment Agreement") with Mr. Reigersman on
The Employment Agreement also provides that at the first meeting of the
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Grant is subject to Mr. Reigersman's continued service with the Company through each vesting date. Mr. Reigersman will be eligible to receive additional equity awards pursuant to plans or arrangements the Company may have in effect from time to time determined in the discretion of the Board or the Committee.
Under the Employment Agreement, if the Company terminates Mr. Reigersman's employment for a reason other than Cause (as defined in the Employment Agreement), or he resigns from his employment for Good Reason (as defined in the Employment Agreement), then, in addition to earned but unpaid amounts, subject to Mr. Reigersman's signing a release of claims agreement with the Company and his continued compliance with the terms of the Employment Agreement and a confidential information agreement entered into with the Company, he will receive as severance: (i) continuing payments of his base salary as in effect on the date of the termination during the period beginning with his termination through the six-month anniversary of his termination, plus an additional two months for each year of service at the Company at the time of the termination (the "Severance Period"); (ii) if such termination occurs before a Change in Control (as defined in the Employment Agreement), the immediate vesting of each of his then-outstanding equity awards as to the number of Shares subject to each equity award that otherwise would have vested had he remained an employee of the Company through the 12-month anniversary of his termination date; or, if such termination occurs upon or after a Change in Control, the immediate vesting as to 100% of each of his outstanding equity awards that both are outstanding as of the employment termination date and were granted at least 90 days before the applicable Change in Control; and (iii) reimbursement or direct payment, as determined by the Company, of certain continuing health care benefits for up to 12 months following his termination.
If Mr. Reigersman's employment with the Company terminates due to his death or Disability (as defined in the Employment Agreement), then, in addition to earned but unpaid amounts, subject to Mr. Reigersman's (or his estate's) signing a release of claims agreement with the Company and his continued compliance with the Employment Agreement and a confidential information agreement entered into with the Company, each of his then-outstanding equity awards will immediately vest and he (or his estate) will receive certain continuing health care benefits during the Severance Period.
If a Change in Control occurs while Mr. Reigersman remains an employee of the Company, if he remains employed with the Company (or any successor or subsidiary thereof) as of the first day following the 12-month anniversary of the Change in Control, then 100% of any of Mr. Reigersman's equity awards that both are outstanding as of such date and were granted to him at least 90 days before the Change in Control will vest at such time.
The Employment Agreement further provides that, if the severance payments and other benefits payable to Mr. Reigersman constitute "parachute payments" under Section 280G of the Internal Revenue Code of 1986, as amended, and would be subject to the applicable excise tax, then his severance and other benefits will either be delivered in full or delivered to such lesser extent that would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by him on an after-tax basis of the greatest amount of benefits.
Item 7.01 Regulation FD Disclosure.
Also on
The information in this Item 7.01 and in Item 9.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by TrueCar, Inc., dated January 21 , 2021 .
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