BERRY PLASTICS GROUP, INC. (NYSE:BERY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 1, 2017, the Board of Directors (the Board) of Berry
Plastics Group, Inc. (the Company) announced that it unanimously
elected Thomas E. Salmon as Chief Executive Officer of the
Company and as a member of the Board of the Company, effective as
of February 3, 2017.
Salmon, age 53, joined the Company in 2007 with the Companys
acquisition of Covalence Specialty Materials where he led the
Adhesives Division for four years. From 2007-14, he served as
President of the Companys Engineered Materials Division, prior to
being appointed President of the Companys Rigid Closed Top
Division in 2014, President of Berrys Consumer Packaging Division
in 2015, and President and Chief Operating Officer in 2016.
Before joining Covalence Specialty Materials, Salmon was General
Manager of Honeywell Plastics and Global Sales Director for
Allied Signals Engineering Plastics and Films. He began his
career with General Electric and held a variety of commercial
positions during his 12 years in General Electrics Plastics and
Lighting divisions.
On January 31, 2017, the Company and Mr. Salmon entered into an
employment agreement as Chief Executive Officer, which became
effective February 3, 2017. The employment agreement serves to
terminate his pre-existing employment agreement, which was last
amended July 20, 2016. The initial term of the agreement is five
years. Mr. Salmons annual base salary under the agreement is
$950,000, which is subject to annual adjustment at the discretion
of the Compensation Committee. Among other things, the agreement
generally entitles Mr. Salmon to an annual performance-based
target bonus determined based on a percentage specified by the
Compensation Committee (which is one hundred percent (100%) for
the portion of fiscal 2017 he serves as Chief Executive Officer)
of his then-current annual base salary. The agreement provides
that Mr. Salmon may be reimbursed up to $15,000 per calendar year
for financial planning and tax preparation fees and that Mr.
Salmon may be reimbursed for reasonable relocation expenses in
connection with his relocation to Evansville, Indiana, as
contemplated under the agreement. If Mr. Salmon is terminated by
the Company without cause or if he resigns for good reason, in
either case subject to his execution of a release of claims and
compliance with the restrictive covenants set forth in his
agreement, he is entitled to (1) cash severance equal to 18
months base salary (unless such termination occurs within two
years following a change in control, in which case the cash
severance amount is equal to the sum of 18 months base salary and
1.5 times Mr. Salmons then-current target annual bonus), payable
in monthly installments, (2) a prorated bonus based on actual
performance for the year in which termination occurs, and (3) for
18 months, a monthly amount equal to the amount by which the
monthly COBRA continuation coverage premium exceeds the active
employee monthly premium under the Companys group medical plans.
Additionally, on February 1, 2017, the Company announced that
Jonathan D. Rich retired from his position as Chief Executive
Officer of the Company effective February 3, 2017. Dr. Rich
continues to serve as Executive Chairman of the Board.
On February 1, 2017, the Company extended, and Dr. Rich accepted,
an offer letter as Executive Chairman of the Board, which serves
to terminate his pre-existing employment agreement dated October
1, 2010. The letter is applicable for a one year period. Dr.
Richs annual base salary under the offer letter is $500,000. The
letter generally entitles Dr. Rich to an annual performance-based
target bonus determined based on sixty-five percent (65%) of his
annual base salary. The letter provides that Dr. Richs annual
bonus will be prorated for 2017 and the final year he serves as
Executive Chairman of the Board. No severance benefits are
available under the letter.
The foregoing descriptions of the Employment Agreement of Thomas
E. Salmon and the Offer Letter of Jonathan D. Rich do not purport
to be complete and are qualified in their entirety by reference
to the Employment Agreement and Offer Letter, which are
incorporated in this Item 5.02 by reference as Exhibits 10.1 and
10.2, respectively.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit | ||
| Number | Description | |
| 10.1 | Employment Agreement of Thomas E. Salmon. | |
| 10.2 | Offer Letter of Jonathan D. Rich. |
About BERRY PLASTICS GROUP, INC. (NYSE:BERY)
Berry Plastics Group, Inc. is a provider of value-added plastic consumer packaging, non-woven specialty materials and engineered materials. The Company offers products, such as closures, prescription vials, specialty films, adhesives, nonwovens, drink cups, containers and bottles. The Company operates through three segments: Health, Hygiene & Specialties, Consumer Packaging, and Engineered Materials. The Consumer Packaging segment primarily consists of containers, foodservice items, closures, overcaps, bottles, prescription vials, tubes, and printed films. The Health, Hygiene & Specialties segment primarily consists of non-woven specialty materials used in hygiene, infection prevention, personal care, industrial, construction, and filtration applications. The Engineered Materials segment primarily consists of pipeline corrosion protection solutions, tapes and adhesives, polyethylene-based film products, can liners, and specialty coated and laminated products. BERRY PLASTICS GROUP, INC. (NYSE:BERY) Recent Trading Information
BERRY PLASTICS GROUP, INC. (NYSE:BERY) closed its last trading session down -1.08 at 49.41 with 2,250,866 shares trading hands.
