Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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11: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
18: R1 Document And Entity Information HTML 50K
19: R2 Consolidated Balance Sheets HTML 126K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
21: R4 Consolidated Statements Of Operations (Unaudited) HTML 125K
22: R5 Consolidated Statements Of Comprehensive (Loss) HTML 79K
Income (Unaudited)
23: R6 Consolidated Statement Of Stockholders' Equity HTML 95K
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24: R7 Consolidated Statement Of Stockholders' Equity HTML 29K
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25: R8 Consolidated Statements Of Cash Flows (Unaudited) HTML 143K
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27: R10 Basis Of Presentation HTML 42K
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29: R12 Earnings (Loss) Per Share HTML 91K
30: R13 Discontinued Operations HTML 98K
31: R14 Acquisitions HTML 34K
32: R15 Inventories HTML 34K
33: R16 Property, Plant And Equipment, Net HTML 47K
34: R17 Goodwill And Other Intangible Assets HTML 70K
35: R18 Debt And Borrowings HTML 58K
36: R19 Income Taxes HTML 40K
37: R20 Accumulated Other Comprehensive Income (Loss) HTML 57K
38: R21 Stock-Based Compensation And Incentive Performance HTML 117K
Plans
39: R22 Investments HTML 31K
40: R23 Financial Instruments Measured At Fair Value HTML 111K
41: R24 Commitments And Contingencies HTML 46K
42: R25 Segment Information HTML 102K
43: R26 Basis Of Presentation (Policies) HTML 38K
44: R27 Earnings (Loss) Per Share (Tables) HTML 82K
45: R28 Discontinued Operations (Tables) HTML 97K
46: R29 Inventories (Tables) HTML 35K
47: R30 Property, Plant And Equipment, Net (Tables) HTML 44K
48: R31 Goodwill And Other Intangible Assets (Tables) HTML 65K
49: R32 Debt And Borrowings (Tables) HTML 45K
50: R33 Accumulated Other Comprehensive Income (Loss) HTML 56K
(Tables)
51: R34 Stock-Based Compensation And Incentive Performance HTML 95K
Plans (Tables)
52: R35 Financial Instruments Measured At Fair Value HTML 98K
(Tables)
53: R36 Segment Information (Tables) HTML 106K
54: R37 Business (Details) HTML 27K
55: R38 Basis Of Presentation (Details) HTML 34K
56: R39 Chief Executive Officer Succession Plan (Details) HTML 38K
57: R40 Earnings (Loss) Per Share (Computation Of Basic HTML 91K
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58: R41 Earnings (Loss) Per Share (Narrative) (Details) HTML 41K
59: R42 Discontinued Operations (Narrative) (Details) HTML 48K
60: R43 Discontinued Operations (Statements of Operations) HTML 66K
(Details)
61: R44 Discontinued Operations (Balance Sheet) (Details) HTML 100K
62: R45 Acquisitions (Details) HTML 44K
63: R46 Inventories (Details) HTML 33K
64: R47 Property, Plant And Equipment, Net (Details) HTML 64K
65: R48 Goodwill And Other Intangible Assets (Changes In HTML 47K
Carrying Amount Of Goodwill) (Details)
66: R49 Goodwill And Other Intangible Assets (Components HTML 39K
Of Trademarks And Other Intangible Assets)
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67: R50 Goodwill And Other Intangible Assets (Narrative) HTML 43K
(Details)
68: R51 Goodwill And Other Intangible Assets (Amortization HTML 27K
Expense) (Details)
69: R52 Debt And Borrowings (Components Of Debt) (Details) HTML 56K
70: R53 Debt And Borrowings (Credit Agreement) (Details) HTML 102K
71: R54 Debt And Borrowings (Tilda Short-Term Borrowing HTML 38K
Arrangements) (Details)
72: R55 Income Taxes (Details) HTML 44K
73: R56 Accumulated Other Comprehensive Income (Loss) HTML 52K
(Details)
74: R57 Stock-Based Compensation And Incentive Performance HTML 27K
Plans (Stock Plans Narrative) (Details)
75: R58 Stock-Based Compensation And Incentive Performance HTML 42K
Plans (Compensation Cost And Related Income Tax
Benefits Recognized) (Details)
76: R59 Stock-Based Compensation And Incentive Performance HTML 51K
Plans (Non-Vested Restricted Stock And Restricted
Share Unit Awards) (Details)
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Plans (Restricted Stock Grant Information)
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78: R61 Stock-Based Compensation And Incentive Performance HTML 48K
Plans (Summary Of Stock Option Activity) (Details)
79: R62 Stock-Based Compensation And Incentive Performance HTML 101K
Plans (Long-Term Incentive Plan) (Details)
80: R63 Stock-Based Compensation And Incentive Performance HTML 52K
Plans (2019 Equity Inducement Award Program)
(Details)
81: R64 Stock-Based Compensation And Incentive Performance HTML 74K
Plans (CEO Inducement Grant) (Details)
82: R65 Investments (Details) HTML 34K
83: R66 Financial Instruments Measured At Fair Value HTML 64K
(Assets And Liabilities Measured At Fair Value On
A Recurring Basis) (Details)
84: R67 Financial Instruments Measured At Fair Value HTML 34K
(Summary Of Level 3 Activity) (Details)
85: R68 Financial Instruments Measured At Fair Value HTML 42K
(Narrative) (Details)
86: R69 Commitments And Contingencies (Details) HTML 33K
87: R70 Segment Information (Segment Data) (Details) HTML 70K
88: R71 Segment Information (Long-lived Assets) (Details) HTML 34K
89: R72 Segment Information (Net Sales) (Details) HTML 36K
90: R9999 Uncategorized Items - hain-20190331.xml HTML 33K
92: XML IDEA XML File -- Filing Summary XML 165K
91: EXCEL IDEA Workbook of Financial Reports XLSX 95K
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We are
pleased to offer employment to you as Chief Customer Officer of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”). Your employment will commence on or about January 7, 2019 (the “Start Date”), and you will report directly to Mark Schiller, President and Chief Executive Officer. Please note that your job responsibilities are subject to change as Hain Celestial’s business needs may require.
1.Your annual base salary will be $525,000 (less required withholdings and elected deductions), and will be paid in accordance with the Company’s payroll practices.
2.You
will be eligible to earn an annual incentive award (the “Annual Incentive Award”) under the terms and conditions of an annual incentive plan to be adopted by the Compensation Committee of the Board of Directors. Your target Annual Incentive Award for fiscal year 2019 shall be equal to 85% of your annual base salary. The amount actually payable to you under the Annual Incentive Award will be determined by the Compensation Committee in its discretion under the terms of the annual incentive plan, and you must be actively employed by the Company at the time of payment. The Annual Incentive Award for fiscal year 2019 will be prorated based on your Start Date.
3.Subject to approval of the Compensation Committee, you will receive a
3-year upfront grant of performance-vesting units (PSUs”) for fiscal years 2019 - 2021 based on a $2.1 million target value at grant (the number of PSUs will be determined by dividing $2.1 million by the closing stock price on the business day prior to the Start Date). The PSUs will be subject to the terms and conditions set forth in the Performance Units Agreement, and will vest pursuant to the achievement of pre-established stock price goals at the end of the performance period (ending on November 6, 2021, unless as otherwise specified in the Performance Units Agreement) and your continued employment until the end of the performance period.
Beginning in fiscal year 2022, you will be eligible to participate in the Company’s long-term incentive
program, subject to the terms and conditions of such program and at the level as determined by the Compensation Committee.
4.If Hain Celestial terminates your employment without cause, as determined by the Compensation Committee in good faith, you will be entitled to receive a severance payment of one (1) times your annual base salary in effect at the time of termination and one (1) times your target annual bonus for the year in which the termination date occurs, payable (less applicable withholdings) in 12 equal monthly installments following your termination of employment. Your entitlement to the severance payment will be subject to the execution of a separation agreement and release of claims in a form satisfactory to the Company, including an acknowledgment of the continued
effectiveness of your post-employment restrictive covenants and other obligations to the Company.
1
5.It is expected that the Compensation Committee will designate you to participate in the Company’s “Change in Control Agreement,” in accordance with and subject to the terms and conditions of such agreement. The Change in Control Agreement will generally provide a severance benefit equal to (2) times your annual base salary and annual target bonus if your employment is terminated
under certain circumstances in connection with a Change in Control (as defined in the agreement). Please note however that the current form of the Company’s Change in Control Agreement is currently under review by the Compensation Committee and may be subject to amendment before being offered to you.
6.Our group health insurance benefit plan provides for participation by new employees on the first calendar day of the month following completion of 30 days of employment. Additionally, on the first calendar day of the month following completion of 30 days of employment, you will be eligible to participate in the Hain Celestial 401(k) Retirement Plan.
7.You will
be entitled to up to four (4) weeks of annual paid vacation and other personal leave in accordance with Company policy, which shall be subject in all respects to the terms and conditions of the Company’s paid time off policies, as may be in effect from time to time.
8.This offer is contingent upon your completion of a pre-hire screening, which will require that you execute documents required by Han Celestial for a background investigation concerning your criminal, employment, education and credit history. You will also be required to enter into a Restrictive Covenant Agreement (which includes requirements relating to non-competition, non-solicitation and confidentiality) within thirty (30) days of the Start Date.
9.You
have advised us that you are not a party to or restricted by an agreement with a previous employer that would interfere with or impair in any way your ability to perform the duties of your position with Hain Celestial as described in this letter. It is a condition of your employment with Hain Celestial that you refrain from using or disclosing any proprietary information or trade secrets of any previous employer in the course of your employment with Hain Celestial. If any previous employer asserts a claim that your employment with Hain Celestial violates any contractual obligations owed by you, or that you have otherwise committed a breach of any contractual or other duty to a previous employer, Hain Celestial may immediately terminate your employment, and such termination will be treated as a termination for cause. In the event of such a claim, Hain Celestial is not obligated to indemnify you for any damages or to provide a defense against such claims.
10.This
letter does not constitute a contract of employment or a guarantee that your employment will continue for any period of time or any specific treatment. Your employment with us is “at-will”, and is therefore terminable by either Hain Celestial or you without cause, notice or liability. Your continued employment is subject to, among other things, your satisfactory completion of your job responsibilities and your compliance with Hain Celestial’s policy requirements.
11.This letter and the Company’s obligations hereunder are intended to comply with or otherwise be exempt from Section 409A and its corresponding regulations, to the extent applicable, and shall be so construed.
12.This
letter supersedes all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or written, express or implied, on this subject. This letter may not be modified or amended except by a specific, written arrangement signed by you and Hain Celestial's Chief Executive Officer. The terms of this letter shall be governed by New York law.
Please acknowledge your acceptance of these terms by your signature below. Afterwards, kindly return one copy to me and keep one copy for your records.
