ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Offer Letter with Brian Lynch
On April 5, 2019 (the “Effective Date”), Ascena Retail Group, Inc. (the “Company”) and Brian Lynch, the Company’s President and Chief Operating Officer, entered into an amended and restated employment offer letter (the “2019 Employment Offer Letter”). The 2019 Employment Offer Letter supersedes and replaces all prior offer letters between the Company and Mr. Lynch, including offer letters dated October 4, 2016 and June 12, 2017.
The material terms of the 2019 Employment Offer Letter are summarized below.
Mr. Lynch will continue to receive an annual base salary of $1,000,000, and will continue to be eligible to participate in the Company’s seasonal performance–based incentive compensation program, with a target level equal to 125% of annual base salary (with a maximum payout of 200% of target, or $2,500,000). Mr. Lynch will continue to be eligible for annual long-term incentive awards under the Ascena 2016 Omnibus Incentive Plan, as amended or any other applicable incentive plan, and will have a target level equal to 250% of his annual base salary.
Solely with respect to events occurring on or prior to March 5, 2019, and subject to Mr. Lynch’s continued employment, Mr. Lynch will be permitted to resign during the period beginning on October 1, 2019 and ending on October 30, 2019 (the “Window Period”). If Mr. Lynch resigns during the Window Period, his resignation will be deemed a “Non-Change in Control Termination” within the meaning of the Ascena Retail Group, Inc. Executive Severance Plan (the “ESP”) entitling Mr. Lynch to severance payments and benefits to and in accordance with the ESP (as in effect on the Effective Date), which requires Mr. Lynch to execute and not revoke Ascena’s standard form of release (the “Release”) and to comply with non-competition and non-solicitation restrictions following termination. In addition to any severance benefits Mr. Lynch would be entitled to receive under the ESP, if the Company terminates Mr. Lynch’s employment without “Cause” (as defined in the ESP) on or prior to September 30, 2019, the Company will pay Mr. Lynch a lump sum payment equal to the base salary he would have received from the date of termination through September 30, 2019.
If, following the Effective Date but prior to a Change in Control (as defined in the ESP), Mr. Lynch terminates his employment due to a material adverse change in his duties and responsibilities that occurs without his consent and that is not directly or indirectly related in any respect to any of the events that occurred on or prior to March 5, 2019, Mr. Lynch’s termination would be treated as a Non-Change in Control Termination for purposes of his right to receive severance benefits under and to the terms and conditions of the ESP (including execution and non-revocation of the Release and compliance with non-competition and non-solicitation restrictions following termination).
The 2019 Employment Offer Letter does not affect Mr. Lynch’s participation in the Company’s Transformation Bonus Program or his outstanding equity and other long-term incentive awards.
The foregoing description of the 2019 Employment Offer Letter is qualified in its entirety by reference to the full text of the Employment Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
2019 Employment Offer Letter, dated April 5, 2019.
Ascena Retail Group, Inc. Exhibit
EX-10.1 2 exhibit101blletter.htm EXHIBIT 10.1 Exhibit April 5,…
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About ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA)
Ascena Retail Group, Inc. is a specialty retailer of apparel for women and tween girls. The Company operates through six segments: ANN, Justice, Lane Bryant, maurices, dressbarn and Catherines. The ANN segment offers feminine classics and fashion choices, sold primarily under the Ann Taylor and LOFT brands. The Justice segment offers apparel to girls who are aged 6 to 12. The Lane Bryant segment offers apparel to female customers in plus-sizes 14-28. The maurices segment offers women’s casual clothing, career wear, dressy apparel, active wear and accessories. The dressbarn segment consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand. The Catherines segment offers classic apparel and accessories to female customers for wear-to-work and casual lifestyles. As of July 30, 2016, the Company operated approximately 4,900 stores in 49 United States’ states, the District of Columbia, Canada and Puerto Rico.