Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On January 25, 2022, Enerpac Tool Group Corp. (the "Company") notified Rick T. Dillon that he will no longer serve as Executive Vice President and Chief Financial Officer of the Company effective April 30, 2022, or such later date as Mr. Dillon and the Company may mutually agree.

On January 30, 2022, Mr. Dillon and the Company entered into a letter agreement (the "Transition and Separation Agreement") which provides for a transition period through April 30, 2022, or such later date as Mr. Dillon and the Company may mutually agree (the "Transition Period"). During the Transition Period, Mr. Dillon will continue to serve as the Company's Executive Vice President and Chief Financial Officer and receive his current compensation and all applicable benefits consistent with the Company's executive compensation practices. Subject to his execution of a general release of claims, at the end of the Transition Period or if Mr. Dillon's employment is terminated during the Transition Period due to his death or disability or by the Company other than for "cause" (as defined), Mr. Dillon will receive the following benefits:

• continued payment of his base salary, at the then-current rate, through the end

of the Transition Period;

• a lump-sum payment equal to fourteen months of base salary at the then-current

rate;

• the full amount of his annual bonus for the fiscal year ending August 31, 2022


   based on the achievement of performance measures, which bonus is to be paid
   when annual bonus payments are paid to the Company's executive officers;

• a lump-sum payment equal to the portion of the monthly premium the Company


   would pay for 12 months of medical, dental, vision and disability insurance
   coverages at his enrollment levels for specific coverages then in place;

• full vesting in all time-vesting restricted stock units and stock options, and


   continued vesting in the performance vesting restricted stock units based on
   the Company's performance;

• full contribution to and vesting in the Company's supplemental executive

retirement plan, with respect to the fiscal year ending August 31, 2022;

• six months of outplacement services; and

• certain other perquisites, such as the executive financial planning and


   physical benefits for 2022 and continued use of his company car for a short
   period following of the Transition Period.

The Transition and Separation Agreement further includes a waiver by Mr. Dillon of any rights to severance under the Company's Senior Officer Severance Plan and the Amended and Restated Change in Control Agreement between Mr. Dillon and the Company. The description of the Transition and Separation Agreement set forth herein is qualified in its entirety by reference to the Transition and Separation Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. --------------------------------------------------------------------------------

Item 7.01 Regulation FD Disclosure

On January 31, 2022, the Company issued a press release regarding the departure of Mr. Dillon, which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information set forth in this Item 7.01 and in Exhibit 99.1 is "furnished" under Item 7.01 of Form 8-K. Such information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.



Item 9.01     Exhibits

(d)     Exhibits

Exhibit No.   Description

   10.1         Letter agreement dated January 30, 2022 between Rick T. Dillon and
              Enerpac Tool Group Corp.
   99.1         Press release dated January 31, 2022
    104       Cover Page Interactive Data File (formatted as Inline XBRL and
              contained in Exhibit 101)

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