Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
Also on the Effective Date,
The Employment Agreements each provide the applicable executive with a base
salary of not less than a specified amount per year (
Pursuant to the Employment Agreements, in the event that the applicable executive retires at the age of at least 62 and with at least ten years of service with LCF, then (i) any unvested time-based equity awards will vest on the five year anniversary of such retirement date, and (ii) any unvested performance-based equity awards will continue to be eligible to vest in accordance with the applicable performance vesting criteria, and to the extent such performance vesting criteria is satisfied, will vest on the five year anniversary of such retirement date, in each case, so long as such executive does not at any time during such five-year period engage or otherwise work in the commercial real estate business in a manner that is in competition with LCF, Ladder and their respective subsidiaries and affiliates.
Pursuant to the Employment Agreements, upon a termination by LCF without cause or by the applicable executive for good reason (in each case as defined in the applicable Employment Agreement), subject to the applicable executive's execution and non-revocation of a release of claims in favor of LCF, Ladder and their respective subsidiaries and affiliates, such executive will be entitled to receive the following:
? a cash severance payment equal to the lesser of (i)
of (x) such executive's annual base salary in effect at the time of termination
and (y) the average of the annual cash bonuses (if any) paid to such executive
with respect to the two calendar years preceding the termination date
(collectively, the "Cash Severance"), with 50% of the Cash Severance payable in
a lump sum within sixty days of the release effective date and the remaining
50% of the Cash Severance payable in twelve equal monthly installments
commencing within sixty days of the release effective date (however, if such
termination date occurs within one year of a change in control (as defined in
the
such executive's termination, Ladder has previously entered into a definitive
binding agreement with a buyer that would result in a change in control and
such definitive binding agreement remains in effect, then all of the Cash
Severance will be payable in a lump sum within sixty days of the release
effective date, as permitted by law);
? a prorated portion of such executive's annual cash bonus for the calendar year
in which such termination occurs based on actual performance, payable at the
same time that performance bonuses for such calendar year are paid to other
senior executives of LCF (however, this amount cannot exceed an amount equal to
? reimbursements for continued health care for up to three months immediately
following such executive's termination (or six months if LCF has elected to
extend such executive's non-competition obligation), as permitted by law.
Pursuant to the Employment Agreements, each applicable executive is subject to a confidentiality covenant, a 90-day post-termination non-competition covenant (which LCF can elect to extend for an additional 90 days subject to certain conditions, including continued payment of base salary during such 90-day period), and a two-year post-termination non-solicitation of employees, independent contractors, investors and customers covenant.
The foregoing summary of the Employment Agreements is qualified in its entirety by reference to the Miceli Employment Agreement and the Porcella Employment Agreement, a copy of each of which is filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 10.1 Amended and Restated Employment Agreement, datedJune 15, 2023 , betweenLadder Capital Finance LLC andPaul J. Miceli 10.2 Employment Agreement, datedJune 15, 2023 , betweenLadder Capital Finance LLC andKelly Porcella 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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