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As Of Filer Filing For·On·As Docs:Size 5/14/19 Hibbett Sports Inc 8-K:5,9 5/10/19 2:230K |
Document/Exhibit Description Pages Size 1: 8-K Form 8-K Jr Agreement HTML 24K 2: EX-10.1 Jr Agreement HTML 70K
Delaware
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20-8159608
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(State of Incorporation)
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(Commission
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(IRS the Company
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File Number)
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Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value Per Share
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HIBB
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NASDAQ Global Select Market
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(a)
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Until the Retirement Date, Mr. Rosenthal agrees to continue in his current employment as President and Chief Executive Officer of
the Company and to effectively perform the traditional duties of the Chief Executive Officer. Mr. Rosenthal acknowledges in the Agreement that his employment with the Company has been and remains “at-will” and may be terminated by the
Company at any time.
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(b)
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If the Compensation Committee of the Board of Directors determines that a bonus is payable for fiscal year 2020 to executive
officers generally, then Mr. Rosenthal will receive a full bonus for fiscal year 2020 based on the same performance goals that are used to determine the bonuses for other executive officers.
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(c)
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Mr. Rosenthal will continue to serve as a director on the Board of Directors (and may be eligible for re-election) through the
remaining portion of his current term expiring at the 2021 annual meeting of stockholders, unless he resigns at an earlier date. Subsequent to the Retirement Date, Mr. Rosenthal will be entitled to Board compensation applicable to
non-employee directors in effect at such time.
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(d)
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Mr. Rosenthal will be eligible to receive a salary continuation benefit of $575,000 to be paid over twelve months in twenty-six
equal installments of $22,115.40, subject to all applicable tax withholdings, beginning on the Retirement Date.
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(e)
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All outstanding equity awards granted to Mr. Rosenthal were terminated effective May 10, 2019. Pursuant to the Agreement, Mr.
Rosenthal is entitled to receive a lump sum cash payment equal to the greater of (x) the value of the terminated equity awards based on the closing price of the Company's common stock on the Retirement Date or (y) $957,022, less
applicable withholding taxes.
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(f)
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Mr. Rosenthal is entitled to receive an additional one-time, lump sum payment of $21,362.04, subject to all applicable tax
withholdings, to partially offset his estimated expense for medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
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(g)
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Mr. Rosenthal will execute a General Release Agreement, the form of which is attached to the Agreement as Exhibit A, releasing
Hibbett Sporting Goods and its subsidiaries, affiliates and related entities, including the Company, and all of their past and present owners, officers, directors, agents and employees, from all claims, known or unknown, of any kind that
Mr. Rosenthal may have relating to such parties as of the Retirement Date. The General Release Agreement also provides for a release of Mr. Rosenthal and his heirs, successors and assigns from all claims of any kind of which Hibbett
Sporting Goods and its subsidiaries, affiliates and related entities is aware, or should be aware, as of the Retirement Date.
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(h)
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Mr. Rosenthal will remain subject to certain restrictive covenants relating to nondisclosure, noncompetition and treatment of
confidential information that are contained in certain agreements with Hibbett Sporting Goods until the twelve-month anniversary of the Retirement Date.
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10.1 |
Retirement Agreement between Hibbett Sporting Goods, Inc. and Jeffry O. Rosenthal dated May 10, 2019.
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HIBBETT SPORTS, INC.
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May 14, 2019 |
By:
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/s/ David M. Benck
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Vice President and General Counsel
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10.1 |
Retirement Agreement between Hibbett Sporting Goods, Inc. and Jeffry O. Rosenthal dated May 10, 2019.
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This ‘8-K’ Filing | Date | Other Filings | ||
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Filed on: | 5/14/19 | |||
For Period End: | 5/10/19 | |||
3/22/19 | 8-K | |||
List all Filings |