(e)

On September 12, 2017, acting on the recommendation of the Compensation Committee, the Board of Directors of Hostess Brands, Inc. (the “Company”) adopted the HB Key Executive Severance Benefits Plan (the “Plan”) to provide severance benefits for certain employees in the event of a Qualifying Termination (as defined in the Plan) or a Change in Control Termination (as defined in the Plan).

In the event that an Eligible Employee (as defined in the Plan) experiences a Qualifying Termination, such Eligible Employee will be eligible to receive continued payments of his or her base salary for 18 months in the case of the Company’s Chief Executive Officer, 12 months in the case of an Executive Vice President or Senior Vice President (or three months if an Eligible Employee for less than one year) and six months in the case of a Vice President (or two months if an Eligible Employee for less than one year).

In the event that an Eligible Employee experiences a Change in Control Termination, such Eligible Employee will be eligible to receive continued payments of his or her Annual Compensation as defined in the Plan (Base Salary plus target annual incentive cash bonus) for 18 months in the case of the Company’s Chief Executive Officer, 12 months in the case of an Executive Vice President or Senior Vice President and nine months in the case of a Vice President.

If an Eligible Employee elects COBRA coverage after experiencing either a Qualifying Termination or a Change of Control Termination, such Eligible Employee will receive a COBRA subsidy through the COBRA Subsidy Cessation Date (as defined in the Plan).

Payment of any severance benefits under the Plan is subject to the Eligible Employee’s execution and non-revocation of the Company’s standard agreement and release.

In addition, an Eligible Employee will forfeit the severance benefits under the Plan if during the period of time during which such Eligible Employee is eligible to receive continued compensation, he or she (i) works for a competitor of the Company, (ii) solicits employees of the Company or (iii) solicits customers or distributors of the Company with whom such Eligible Employee had contact during the final one year period of their employment with the Company or if the Plan Administrator (as defined in the Plan) makes a determination that the Eligible Employee should have been terminated for Cause (as defined in the Plan).

The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits

(d) Exhibits

10.1HB Key Executive Severance Benefit Plan

Hostess Brands, Inc. Exhibit
EX-10.1 2 executiveseveranceplanfinal.htm EXHIBIT 10.1 Exhibit HB Key Executive Severance Benefit PlanEffective September 12,…
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