DARLING INGREDIENTS INC. (NASDAQ:DAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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DARLING INGREDIENTS INC. (NASDAQ:DAR) 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.
Appointment of Mr. Patrick C. Lynch
On December 15, 2016, Darling Ingredients Inc. (the Company)
announced that, effective January 15, 2017 (the Start Date),
Patrick C. Lynch will become its Executive Vice President – Chief
Administrative Officer. Mr. Lynch will report to John O. Muse, the
Companys Executive Vice President – Chief Financial Officer. Mr.
Muse has indicated his intent to retire as the Companys Chief
Financial Officer in early March 2017 following the Companys filing
of its Form 10-K for fiscal 2016, at which time Mr. Lynch will
become the Companys Executive Vice President – Chief Financial
Officer. A copy of the press release announcing Mr. Lynchs
appointment is filed as Exhibit 99.1 to this Form 8-K.
Mr. Lynch, age 47, has served as the Chief Financial Officer of
Interface, Inc., the worlds largest manufacturer of modular carpet
and pioneer of sustainable business practices, since 2001, and has
been a Senior Vice President since 2007. Prior to 2001, he served
in various financial leadership positions at Interface since
joining the company in 1996, including Assistant Vice President and
Corporate Controller. From 1992 to 1996, Mr. Lynch was a Senior
Accountant with BDO Seidman, LLP, a national accounting firm
delivering assurance, tax, financial advisory, and consulting
services to private and publicly traded businesses.
Compensation Arrangements with Mr. Lynch
Under the compensation package provided to Mr. Lynch by the
Company, he will receive an initial annual base salary of $525,000.
In addition, on the Start Date, Mr. Lynch will receive a sign-on
grant of 100,000 shares of the Companys common stock as restricted
stock under the Companys 2012 Omnibus Incentive Plan, one-third
shares of which will vest immediately upon issuance and the
remaining two-thirds shares of which will vest in two equal
installments on the first two anniversary dates of the Start Date.
Mr. Lynch will participate in the Companys annual and long-term
executive incentive programs beginning in fiscal 2017.
In connection with Mr. Lynchs employment, the Company will enter
into a Senior Executive Termination Benefits Agreement with Mr.
Lynch (the Termination Benefits Agreement) in the form attached
hereto as Exhibit 10.1, which is substantially the same form as the
Companys current agreement with Mr. Muse. Set forth below is a
brief description of the material terms and conditions of the
Termination Benefits Agreement. The summary set forth below is not
intended to be complete and is qualified in its entirety by
reference to the full text of the form of Termination Benefits
Agreement attached hereto as Exhibit 10.1.
to the Termination Benefits Agreement, the Company must
provide Mr. Lynch certain benefits (discussed below) upon any
termination of his employment except (i) termination by
reason of the voluntary resignation by Mr. Lynch (other than
resignation for good reason following a change in control),
(ii) termination for cause (as defined in the Termination
Benefits Agreement) or (iii) termination upon normal
retirement (as defined in the Termination Benefits Agreement)
by Mr. Lynch. Neither permanent nor long-term disability
status nor the death of Mr. Lynch is deemed a termination for
purposes of the Termination Benefits Agreement. Termination
with the exceptions set forth above is referred to herein as
an Eligible Termination Event.
Subject to Mr. Lynchs execution of a release of claims in
respect of his employment with the Company, the Company must
provide Mr. Lynch the following benefits upon an Eligible
Termination Event: (i) (A) periodic payment in the amount of
Mr. Lynchs then-effective base salary until Mr. Lynch has
been paid one and one-half times his annual base salary at
the highest rate in effect in the preceding twelve months
(the Termination Payment Amount) or (B) in the case of a
change in control (as defined in the Termination Benefits
Agreement), if within twelve months following such change in
control either the Company terminates Mr. Lynchs employment
without cause or Mr. Lynch resigns for good reason (a Change
in Control Termination), a lump sum payment, within thirty
days of the date of termination or resignation, equal to
three times Mr. Lynchs annual base salary at the highest rate
in effect in the preceding twelve months, (ii) any accrued
vacation pay due but not yet taken at the date of the
Eligible Termination Event, (iii) continued participation
(including dependent coverage) in life and disability plans,
and certain other similar benefits of the Company (or similar
benefits provided by the Company) (the Benefits) in effect
immediately prior to the date of termination for a period of
eighteen months from the date of termination, or thirty-six
months in the case of a Change in Control Termination, to the
extent allowed under the applicable

policies, and (iv) an amount equal to the applicable COBRA
premium rate, if any, for a period of eighteen (18) months from
the Termination Date, or thirty-six (36) months in the case of a
Change in Control Termination, for health, dental and other
similar COBRA coverage for Mr. Lynch and his eligible dependents
(such payments to be includible in Mr. Lynchs gross income).
Good reason is defined to be limited to material adverse
changes to Mr. Lynch’s terms and conditions of employment,
including (1) any material diminution of Mr. Lynch’s
authority, duties or responsibilities; (2) any material
diminution in Mr. Lynch’s base salary or incentive or
bonus award opportunities; (3) any material change in the
geographic location at which Mr. Lynch must perform his
duties for the Company; or (4) any action or inaction that
constitutes a material breach by the Company of the
Termination Benefits Agreement. To claim good reason, Mr.
Lynch must provide timely notice to the Company which will
then have an opportunity to cure the conditions claimed to
create good reason.
Mr. Lynch shall remain eligible to receive a prorated
amount (based on the number of days worked in the fiscal
year) of his annual incentive cash bonus for the year in
which the Eligible Termination Event occurs to the extent
it is earned under the terms of the Companys then
applicable annual incentive plan.
In addition, upon an Eligible Termination Event, the
Company will engage an outplacement counseling service of
national reputation, at its own expense, to assist Mr.
Lynch in obtaining employment until the earliest of (i) two
years from the date of the Eligible Termination Event, (ii)
such date as Mr. Lynch obtains employment or (iii) Company
expenses related thereto equal $10,000.
The initial term of the Termination Benefits Agreement
expires on December 31, 2017 (the Term); provided, however,
that the Term shall automatically extend for successive one
(1) year periods on December 31, 2017 and each anniversary
thereof, unless Mr. Lynchs employment is terminated prior
thereto or the Company provides written notice to Mr. Lynch
of the Companys intention not to extend the Term at least
six (6) months prior to the applicable extension date.
The Termination Benefits Agreement also contains
obligations on Mr. Lynchs part regarding nondisclosure of
confidential information, return of Company property,
non-solicitation of employees during employment and for a
period of one year following the termination of employment
for any reason, non-disparagement of the Company and its
business and continued cooperation in certain matters
involving the Company.
In addition, the Company will enter into its standard form of
Indemnification Agreement for directors and executive officers
with Mr. Lynch.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1
Form of Senior Executive Termination Benefits
Agreement between Darling Ingredients Inc. and
Patrick C. Lynch.
99.1
Press release dated December 15, 2016.


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