Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The board of directors (the "Board") of General Finance Corporation (the
"Company") appointed Ronald Valenta as the Executive Chairman of the Board
effective as of January 1, 2018. The Company and Mr. Valenta entered into an
employment agreement effective January 1, 2018, a copy of which was attached as
Exhibit 10.1 to the Form 8-K filed on January 3, 2018.
The Company and Mr. Valenta have entered into an amended employment agreement
effective March 16, 2021, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference (the "Amended Valenta Employment Agreement").
The following description of the Amended Valenta Employment Agreement is
qualified in its entirety by the Amended Valenta Employment Agreement.
Under the Amended Valenta Employment Agreement, Mr. Valenta commenced serving as
the Executive Chairman of the Board commencing on January 1, 2018. The Amended
Valenta Employment Agreement will continue until terminated by one of the
parties or by its terms. The Amended Valenta Employment Agreement provides that
the Company will pay Mr. Valenta a base salary of $425,000 (the "Valenta Base
Salary"), and the Valenta Base Salary will be reviewed annually. Mr. Valenta
will be eligible for an annual performance bonus every year as determined by the
Board and the Compensation Committee. Mr. Valenta will be eligible for equity
awards under the Company's Amended and Restated 2014 Stock Incentive Plan (the
"Plan") that are granted to Board members. The Company will pay Mr. Valenta a
monthly automobile allowance of $2,500 and will reimburse Mr. Valenta for
reasonable work-related expenses. The Company will pay for the medical and
dental benefits of Mr. Valenta and his immediate family. Mr. Valenta will
receive certain other benefits, including participating in all employee benefit
plans.
Under the Amended Valenta Employment Agreement, Mr. Valenta agrees, to the
fullest extent provided by law, to repay or forfeit any bonus, incentive
payment, equity award or other compensation if each of the three elements is
satisfied: (i) the payment, grant or vesting of such compensation was based upon
the achievement of financial results that were subsequently the subject of a
restatement of financial statements of the Company filed with the Securities and
Exchange Commission ("SEC"), or the amount of the award was based upon the
achievement of financial results which subsequently were determined to have been
overstated; (ii) the Board determines in its reasonable discretion, exercised in
good faith, that Mr. Valenta engaged in fraud, intentional misconduct or an
intentional violation of law or the Company policy that caused or contributed to
the need for the restatement or caused or contributed to the overstatement of
the financial results; and (iii) the Board determines in its reasonable
discretion, exercised in good faith, that it is in the best interests of the
Company and its stockholders for Mr. Valenta to repay or forfeit all or any
portion of the bonus, incentive payment, equity award or other compensation.
The Company may terminate the Amended Valenta Employment Agreement for Cause (as
defined in the Amended Valenta Employment Agreement), including: (i) the breach
by Mr. Valenta of any obligation, duty or agreement under the Amended Valenta
Employment Agreement, which breach is not cured or corrected within 15 days of
written notice thereof from the Company; (ii) Mr. Valenta's commission of any
act of personal dishonesty, fraud, breach of fiduciary duty or trust; (iii) Mr.
Valenta's conviction of, or plead guilty or nolo contendere with respect to,
theft, fraud, a crime involving moral turpitude, or a felony under federal or
applicable state law; (iv) Mr. Valenta's commission of any act of personal
conduct that, in the reasonable opinion of the Board, gives rise to a material
risk of liability under federal or applicable state law for discrimination or
sexual or other forms of harassment or other similar liabilities to subordinate
employees; (v) Mr. Valenta's commission of continued and repeated substantive
violations of specific written directions of the Board or continued and repeated
substantive failure to perform duties assigned by or pursuant to the Amended
Valenta Employment Agreement; (vi) Mr. Valenta's engagement in conduct that is
demonstrably and materially injurious to the Company and the corporations and
legal entities controlled by the Company (the "Company Group"), or that
materially harms the reputation or financial position of the Company Group,
unless the conduct in question was undertaken in good faith on an informed basis
with due care and with a rational business purpose and based upon the honest
belief that such conduct was in the best interest of the Company Group; (vii)
Mr. Valenta is found liable in any SEC or other civil or criminal securities law
action or entering any cease and desist order with respect to such action where
the conduct that is the subject of such action is injurious to the Company
Group; (viii) Mr. Valenta (1) obstructs or impedes, (2) endeavors to influence,
obstruct or impede, or (3) fails to materially cooperate with, any investigation
authorized by the Board or any governmental or self-regulatory entity; or (ix)
Mr. Valenta makes any material misrepresentations (or omissions) in connection
with his resume and other documents which may have been provided by Mr. Valenta,
and oral statements regarding his employment history, education and experience,
in determining to enter into the Amended Valenta Employment Agreement.
1
--------------------------------------------------------------------------------
Mr. Valenta may terminate the Amended Valenta Employment Agreement for "Good
Reason" (as defined in the Amended Valenta Employment Agreement) including upon
(a) a reduction in his Valenta Base Salary; (b) the assignment to Mr. Valenta of
duties and responsibilities that are materially beneath those of an executive
chairman and provided that he notifies the Company within five business days of
the assignment of such duties that he believes are the basis of termination of
his employment for Good Reason and the Company does not revoke such duties and
responsibilities. Mr. Valenta is entitled to severance payments equal to one
year of the Valenta Base Salary if his employment is terminated for Good Reason
or there is a change of control of the Company (as defined in the Amended
Valenta Employment Agreement).
Item 9.01 Financial Statements and Exhibits
Exhibit Exhibit Description
10.1 Valenta Employment Agreement dated March 16, 2021
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses