Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
There is no arrangement between
The Compensation Committee of the Board (the "Compensation Committee") approved,
and based on the Compensation Committee's recommendation, the Board approved and
ratified, and the Company has entered into, an employment agreement with
· An initial term ending
thereafter unless earlier terminated.
· An annual base salary of
not decreases) each year.
· A target annual bonus opportunity of 75% of base salary, with a threshold bonus
of 50% of base salary and a maximum bonus of 100% of base salary, in each case based on performance goals to be established annually by the Compensation Committee or the Board.
· Within 30 days following the Effective Date,
one-time cash sign-on bonus of$300,000 , subject to repayment if, within one year following the Effective Date,Ms. Lombard's employment is terminated by the Company with "Cause" or byMs. Lombard without "Good Reason" (as those terms are defined in the Employment Agreement, which in the case of Good Reason includes her failure to be appointed as the Company's Chief Financial Officer within 15 months following the Effective Date).
· Each calendar year while
for an annual long-term incentive award as may be determined in its discretion by the Compensation Committee or the Board under such plans as may be in effect for other senior-level executives, provided that the 2022 award will have a target value of 75% ofMs. Lombard's base salary. In addition, not later thanMarch 31, 2022 ,Ms. Lombard will be granted a one-time long-term incentive award with a target value of$150,000 , which generally will vest ratably on the first three anniversaries of the date of grant and be subject to other applicable terms under plans as in effect for other senior-level executives.
·
programs made available to other senior-level executives.
· Upon an employment termination by reason of death or disability,
or her beneficiaries in the case of death, will receive accrued but unpaid base salary, expense reimbursement and benefits under applicable Company benefit plans through the termination date, any earned but unpaid annual bonus for any prior year (collectively the "Accrued Obligations") and, subject to execution of a release of claims, a prorated annual bonus for the year of termination based on actual performance for the entire year.
· Upon a termination by the Company without Cause or by
Reason,Ms. Lombard will be entitled to the Accrued Obligations and, subject to execution of a release of claims, (i) a prorated annual bonus for the year of termination based on actual performance for the entire year, (ii) a lump-sum cash severance payment equal to 1 times (1.5 times if the termination occurs within 3 months prior to or 12 months following a "Change in Control" as defined in the Employment Agreement) the sum of her base salary and annual target bonus and (iii) up to 12 months of continued payment of the employer portion of the cost of medical coverage forMs. Lombard and her dependents.
· The treatment of long-term incentive awards (including any equity awards) upon
termination of employment will be governed by the terms of the plan or award agreement applicable to such award.
Under the Employment Agreement,
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.
Effective,
Item 7.01 Regulation FD Disclosure.
On
The press release furnished pursuant to Item 7.01 of this Form 8-K (Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section. Furthermore, the press release shall not be deemed to be incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Title 10.1 Executive Employment Agreement, datedJanuary 11, 2022 , by and betweenAmanda Lombard andVeris Residential, Inc. 99.1 Press Release ofVeris Residential, Inc. , datedJanuary 12, 2022 . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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