Item 1.01 Entry into a Material Definitive Agreement
On
Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers
The Company today announced the following changes to its officers and members of its board of directors:
Appointment of Officers
On
Prior to that,
Funke Employment Agreement
On
Under the Employment Agreement,
Pursuant to the Employment Agreement, the Executive and his dependents are entitled to participate in the Company's healthcare plans, welfare benefit plans, life insurance plans or policies, fringe benefit plans and any qualified or non-qualified retirement plans as in effect from time to time (collectively, the "Employee Benefits"), on the same basis as those benefits are made available to the other senior executives of the Company, in accordance with the Company policy as in effect from time to time and in accordance with the terms of the applicable plan documents (if any).
The Executive will also be entitled to receive such perquisites as are or have previously been made available to other senior executives of the Company in accordance with Company policies as in effect from time to time. The Executive shall be entitled to reimbursement for reasonable and necessary business expenses incurred by him in the performance of his duties and responsibilities, such expenses to be documented and reimbursed in accordance with the Company's reimbursement and expenses policies as in effect from time to time. The Executives shall also be entitled to paid vacation, sick time and other leave per annum as provided to other employees of the Company.
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The Executive's employment under the Employment Agreement may be terminated by the Company for Cause, immediately upon the delivery of a notice of termination by the Company to the Executive. If an Executive's employment is terminated by the Company for Cause, if the Executive resigns other than for Good Reason, or if the term of the Agreement expires, the Executive shall be entitled to receive any amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company.
The Executive's employment under the Employment Agreement may be terminated by the Company other than for Cause with thirty day's written notice of termination by the Company to the Executive and likewise shall terminate upon the Executive's resignation for Good Reason with the provision of thirty days' written notice. Unless the Executive enters into a release of all claims against the Company and related parties, the Executive will receive only such severance as is provided to other employees under the Company's severance provisions. Should the Executive enter into a release within 60 days from the end of his employment, the Executive shall continue to receive his base salary through the end of the applicable term; any bonus set for the applicable term; payments for the health insurance coverage of the Executive and his family, as well as payments to cover the cost of disability and/or life insurance converted from a Company-provided policy to a personal policy; and such other employee benefits, unreimbursed business expenses, or other payments to which the Executive may be entitled upon termination of employment. In addition, any non-vested stock awards shall vest.
The foregoing summary of the terms and conditions of the Funke Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Funke Employment Agreement filed as an exhibit to this report, which is incorporated herein by reference.
Cha Employment Agreement
On
Under the Employment Agreement,
Pursuant to the Employment Agreement, the Executive and his dependents are entitled to participate in the Company's healthcare plans, welfare benefit plans, life insurance plans or policies, fringe benefit plans and any qualified or non-qualified retirement plans as in effect from time to time (collectively, the "Employee Benefits"), on the same basis as those benefits are made available to the other senior executives of the Company, in accordance with the Company policy as in effect from time to time and in accordance with the terms of the applicable plan documents (if any).
The Executive will also be entitled to receive such perquisites as are or have previously been made available to other senior executives of the Company in accordance with Company policies as in effect from time to time. The Executive shall be entitled to reimbursement for reasonable and necessary business expenses incurred by him in the performance of his duties and responsibilities, such expenses to be documented and reimbursed in accordance with the Company's reimbursement and expenses policies as in effect from time to time. The Executives shall also be entitled to paid vacation, sick time and other leave per annum as provided to other employees of the Company.
The Executive's employment under the Employment Agreement may be terminated by the Company for Cause, immediately upon the delivery of a notice of termination by the Company to the Executive. If an Executive's employment is terminated by the Company for Cause, if the Executive resigns other than for Good Reason, or if the term of the Agreement expires, the Executive shall be entitled to receive any amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company.
The Executive's employment under the Employment Agreement may be terminated by the Company other than for Cause with thirty day's written notice of termination by the Company to the Executive and likewise shall terminate upon the Executive's resignation for Good Reason with the provision of thirty days' written notice. Unless the Executive enters into a release of all claims against the Company and related parties, the Executive will receive only such severance as is provided to other employees under the Company's severance provisions. Should the Executive enter into a release within 60 days from the end of his employment, the Executive shall continue to receive his base salary through the end of the applicable term; any bonus set for the applicable term; payments for the health insurance coverage of the Executive and his family, as well as payments to cover the cost of disability and/or life insurance converted from a Company-provided policy to a personal policy; and such other employee benefits, unreimbursed business expenses, or other payments to which the Executive may be entitled upon termination of employment. In addition, any non-vested stock awards shall vest.
The foregoing summary of the terms and conditions of the Cha Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cha Employment Agreement filed as an exhibit to this report, which is incorporated herein by reference.
Resignation of Officers
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Employment Agreement, datedSeptember 1, 2020 , between the Company andDouglas Funke 10.2 Employment Agreement, datedSeptember 1, 2020 , between the Company andMichael Cha 3
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