Acushnet Holdings Corp. (NYSE:GOLF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed by Acushnet Holdings Corp. (“Acushnet”) in a Current Report on Form8-K filed with the Securities and Exchange Commission on September25, 2017 (the “Initial Form8-K”), David E. Maher will succeed Walter R. Uihlein as President and Chief Executive Officer (“CEO”) of Acushnet, effective January1, 2018. This Current Report on Form8-K/A is being filed as an amendment to the Initial Form8-K to provide additional information regarding the employment agreement executed by Mr.Maher on December22, 2017, in connection with his new position.
As previously disclosed in the Initial Form8-K, effective upon his promotion to President and CEO of Acushnet on January1, 2018, Mr.Maher’s base salary will be increased to $750,000 and he will become eligible to receive an annual bonus based on criteria established by the Compensation Committee of the Board of Directors of Acushnet, with a target bonus equal to his base salary. Mr.Maher will also receive an equity grant in the form of restricted stock units with a grant date fair value of $3,000,000, which will generally vest as to one third of such grant on each of the first three anniversaries of the grant date, subject to his continued employment through the applicable vesting date.
On December22, 2017, Acushnet and Mr.Maher entered into an employment agreement, effective January1, 2018, setting forth the arrangements described above and certain additional terms and conditions of his employment (the “Employment Agreement”). The Employment Agreement provides that Mr.Maher shall be employed as President and Chief Executive Officer of Acushnet for an initial term of three years, which term shall automatically renew for additional one-year periods unless either party provides written notice of non-renewal at least ninety days prior to the end of the applicable term.
to the terms of the Employment Agreement, if Mr.Maher’s employment is terminated by Acushnet without “Cause” or by Mr.Maher for “Good Reason” (each as defined in the Employment Agreement) other than within twelve months following a Change in Control (as defined in the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan), he will be entitled to the sum of (i)one and one-half times his base salary, (ii)his target annual bonus, (iii)any earned but unpaid annual bonus for the prior year and (iv)a pro-rata portion of his target annual bonus based on actual service time in the year of termination. If Mr.Maher’s employment is terminated by Acushnet without Cause or by Mr.Maher for Good Reason within twelve months following a Change in Control, he will be entitled to the sum of (i)two times his base salary, (ii)two times his target annual bonus, (iii)any earned but unpaid annual bonus for the prior year and (iv)a pro-rata portion of his target annual bonus based on actual service time in the year of termination, and any outstanding Acushnet equity interests will vest in full. If Mr.Maher’s employment is terminated as a result of his death or disability, he is entitled to the sum of (i)any earned but unpaid annual bonus for the prior year and (ii)a pro-rata portion of his target annual bonus based on actual service time in the year of termination. Mr.Maher is not entitled to receive severance if his employment is terminated for any other reason. Mr.Maher’s receipt of severance is contingent upon execution of a release of claims and compliance with Acushnet’s policies and restrictive covenants. to the Employment Agreement, Mr.Maher will also be eligible to participate in Acushnet’s employee benefit plans on the same basis as those benefits generally made available to Acushnet’s other executive officers.
During the term of his employment and for twenty-four months following the termination of his employment for any reason, Mr.Maher will be subject to certain non-competition, non-solicitation and non-disparagement covenants.
