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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
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Emerging growth company i☐
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
iCommon
Stock, par value $0.01 per share
iKAR
iNew York Stock Exchange
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9, 2020, the Company entered into new employment agreements with certain of its executive officers, including John Hammer, Chief Commercial Officer of the Company and President of ADESA and Eric Loughmiller, Executive Vice President and Chief Financial Officer, which superseded their prior employment agreements with the Company.
Under
the employment agreements, the executives are generally eligible to (i) earn a base salary, (ii) earn annual cash bonuses, (iii) receive equity-based awards consistent with other executive-level employees of the Company, (iv) participate in the Company’s standard health and welfare benefit programs and (v) receive an annual automobile allowance.
In the event any of the executives are terminated by the Company without “cause” or such executive resigns for “good reason” (each as defined in the agreements), the executive would be entitled to receive, subject to his execution and non-revocation of a release of claims, (i) a lump sum cash payment
equal to the sum of one and a half times his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) if the executive is participating in the Company’s health plans on the date of such termination of employment, COBRA premium payments for 18 months or until the executive becomes eligible for coverage under another employer’s health plan (the “Continued Benefits”); (iii) payment of a pro-rata portion of any annual bonus that the executive would have received for the year of termination based on actual performance (the “Pro Rata Bonus”); and (iv) a payment equal to the amount of any annual bonus which has been earned in a prior year but which has not yet been paid to the executive (the “Earned but Unpaid Bonus”).
In the event any of the executives
are terminated by the Company without “cause” or such executive resigns for “good reason,” and such termination occurs within two years of a “change of control” (each as defined in the agreements), the executive would be entitled to receive, subject to the execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to the sum of two times his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) the Continued Benefits; (iii) the Pro Rata Bonus; and (iv) the Earned but Unpaid Bonus.
In the event any of the executives are terminated due to death or “disability” (as defined in the agreements), the executive or his estate/beneficiaries would be entitled to receive (i) Continued Benefits; (ii) the Pro Rata Bonus; and
(iii) the Earned but Unpaid Bonus.
Upon a termination of employment for any reason, the executives will be subject to the following one year post-termination restrictive covenants: (i) non-competition restrictions and (ii) non-solicitation of Company employees and customers.
The foregoing summary of the employment agreements is qualified in its entirety by reference to the full texts of the agreements, which are attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
