CAI International, Inc. (NYSE:CAI) 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.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
into a Second Amended and Restated Employment Agreement (the
Employment Agreement) with Victor M. Garcia, the Companys
President and Chief Executive Officer, effective as of May 1,
2017. The Employment Agreement replaces the Amended and Restated
Employment Agreement entered into with Mr. Garcia in April 2011.
Unless Mr. Garcias employment is terminated before expiration,
the Employment Agreement will remain in effect until May 1, 2020,
subject to automatic renewal for an additional 36 months if not
terminated by either party in writing at least 90 days prior to
the end of the applicable term of the Employment Agreement.
base salary of $614,412, subject to annual increases at the
discretion of the Board of Directors of the Company (the Board).
Mr. Garcia will also be eligible for an annual bonus with a
target of 70% of his then-current base salary, with 70% to 80% of
the annual bonus to be based on the Company’s achievement of its
budgeted after-tax profits, pre-tax profits or other operating
metrics, as determined annually by the Compensation Committee,
and the remaining 20% to 30% of the annual bonus to be based on a
subjective evaluation of Mr. Garcias performance, based on
certain criteria as approved by the Compensation Committee and
the Board. Actual payouts of the bonus may range from 0% to 200%,
as set by the Compensation Committee. In addition, Mr. Garcia is
eligible to receive equity awards from the Company, subject to
the discretion of the Board, with the current expectation of the
Board that Mr. Garcias annual grant will be determined using a
target grant value of 70% of his then-current base salary. to the
Employment Agreement, any unvested equity awards granted to Mr.
Garcia will automatically become fully vested and exercisable
upon the occurrence of a Change in Control (as defined in the
Employment Agreement).
Company without Cause (as defined in the Employment Agreement),
(ii) due to his death or disability, (iii) for any reason,
other than for Cause, death or disability, within twenty four
months following a Change in Control or (iv) by him for Good
Reason (as defined in the Employment Agreement), Mr. Garcia is
entitled to receive the following payments and benefits:
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any accrued compensation and benefits through the
effective date of the termination; |
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a lump sum payment equal to 150% of the sum of: (i) Mr.
Garcias base salary for the twelve months immediately preceding the date of termination, and (ii) the average of Mr. Garcias cash performance bonus for the two most recent years; |
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COBRA health benefits for whichever of the following
periods is shortest: (A) the longer of (i) the remaining term of Mr. Garcias employment agreement or (ii) eighteen months following the date of termination; or (B) until Mr. Garcia is no longer entitled to COBRA continuation coverage under the Companys group health plans; and |
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so long as the date of termination is at least one month
after the beginning of our latest fiscal year, the annual bonus for the fiscal year of termination, pro-rated based on the number of days Mr. Garcia was employed during the fiscal year. |
entitled to receive or if he receives any payments that would be
characterized as excess parachute payments within the meaning of
Section 280G of the Internal Revenue Code, the payments will be
reduced to the highest amount that may be paid to him without
having any portion of any payment treated as an excess parachute
payment, but only if the effect of the reduction is that he would
receive a greater amount of payments, as determined on an
after-tax basis. If, on an after-tax basis, the payments Mr.
Garcia would receive would be greater without any reduction, then
these payments will not be reduced.
beneficiary to a long-term disability insurance policy covering
60% of his base salary, which policy will be maintained by the
Company. Additionally, Mr. Garcia will continue to be reimbursed
for the cost of life insurance equal to $1 million. Mr. Garcia
will also be eligible to participate in the employee benefit
plans and executive compensation programs made available by the
Company to its executive officers generally.
non-disparagement provisions to the Employment Agreement.
purport to be complete, and is subject to and is qualified in its
entirety by the terms of the Employment Agreement, which is
attached hereto as Exhibit 10.1, and incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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| 10.1 |
Second Amended and Restated Employment Agreement, dated May 22, 2017, between CAI International, Inc. and Victor Garcia. |
About CAI International, Inc. (NYSE:CAI)
CAI International, Inc. is a transportation finance and logistics company. The Company purchases equipment, which it leases primarily to container shipping lines, freight forwarders and other transportation companies. The Company operates through three segments: container leasing, rail leasing and logistics. It also manages equipment for third-party investors. In operating the Company’s fleet, it leases, re-leases and disposes equipment and contract for the repair, repositioning and storage of equipment. Its equipment fleet consists primarily of intermodal marine containers. The Company owns a fleet of railcars of various types, including 50 feet and 60 feet box cars for paper and forest products; covered hoppers for grain, cement, sand and plastic pellets; general purpose tank cars that are used to transport food-grade and other non-hazardous commodities; gondolas for coal, and general service flat cars. It also offers intermodal, truck brokerage and logistics services. CAI International, Inc. (NYSE:CAI) Recent Trading Information
CAI International, Inc. (NYSE:CAI) closed its last trading session up +0.35 at 19.92 with 68,610 shares trading hands.
