Donnelley Financial Solutions, Inc. (NYSE:DFIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July13, 2017, Donnelley Financial Solutions, Inc. (the “Company”) amended and restated the employment agreement between the Company and Daniel N. Leib (the “A&R Employment Agreement”), which was originally dated May3, 2011 and amended on October26, 2016 after being assumed by the Company to the Assignment of Employment Agreement and Acceptance of Assignment, dated September29, 2016, by and between R.R. Donnelley& Sons Company, the Company and Mr.Leib. Under the terms of the A&R Employment Agreement, Mr.Leib will receive a base salary at the rate of not less than $700,000 per year and will be eligible to receive an annual bonus with a target bonus opportunity of not less than 50% of base salary.
The A&R Employment Agreement further provides that if Mr.Leib’s employment is terminated by the Company without “cause” or if he resigns his employment for “good reason” (each as defined in the A&R Employment Agreement, and each a “Qualifying Termination”), he will be entitled to (i)severance payments equal in the aggregate to two times the sum of his base salary and target annual bonus for the year of termination, (ii)a pro-rata annual bonus based on actual performance for the year of termination, (iii)payment of his annual bonus for the year prior to termination, if unpaid, and (iv)medical, dental and vision insurance benefit continuation/COBRA coverage for two years.
If Mr.Leib experiences a Qualifying Termination within three months prior to or two years following a “change in control” (as defined in the Company’s 2016 Performance Incentive Plan, as amended), then instead of receiving the benefits described above, he will be entitled to (i)severance payments equal in the aggregate to two and one-half times the sum of his base salary and target annual bonus for the year of termination, (ii)a pro-rata target annual bonus for the year of termination, (iii)payment of his annual bonus for the year prior to termination, if unpaid, and (iv)medical, dental and vision insurance benefit continuation/COBRA coverage for two years.
Equity or long-term incentive cash awards issued to Mr.Leib on or prior to December31, 2019 will generally be treated in accordance with their terms, except as follows:
| • | Any time-based awards will fully vest upon a Qualifying Termination; |
| • | If a Qualifying Termination occurs that is not within three months prior to or two years following a change in control, any performance-based awards will continue to vest and be paid after the end of the applicable performance period based on actual performance; |
| • | Upon a change in control, outstanding performance-based awards shall be deemed earned at the target performance level for all open performance periods and will continue to be subject to time-based vesting; and |
| • | If a Qualifying Termination occurs within three months prior to or two years following a change in control, outstanding performance awards will vest at the target performance level. |
Equity or long-term incentive cash awards issued to Mr.Leib on or following January1, 2020 will generally be treated in accordance with their terms, except as follows:
| • | Any time-based awards will fully vest upon a Qualifying Termination that occurs within three months prior to or two years following a change in control; |
| • | Upon a change in control, outstanding performance-based awards shall be deemed earned at the target performance level for all open performance periods and will continue to be subject to time-based vesting; and |
| • | If a Qualifying Termination occurs within three months prior to or two years following a change in control, outstanding performance awards will vest at the target performance level. |
If any payments or benefits under the A&R Employment Agreement or otherwise would cause Mr.Leib to become subject to the excise tax imposed under section 4999 of the Internal Revenue Code, then those payments and benefits will be reduced to the amount that would not cause him to be subject to the excise tax if such a reduction would put Mr.Leib in a better after-tax position than if he were to pay the tax.
All severance payments and other benefits under the A&R Employment Agreement are conditioned on Mr.Leib’s granting of a release and compliance with certain non-competition, non-solicitation, non-disparagement and confidentiality covenants.
The foregoing description of the A&R Employment Agreement is a summary and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No. |
Description of Exhibit |
| 10.1 | Amended and Restated Employment Agreement with Daniel N. Leib, dated as of July13, 2017 |
Donnelley Financial Solutions, Inc. ExhibitEX-10.1 2 d425406dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 July 11,…To view the full exhibit click here
About Donnelley Financial Solutions, Inc. (NYSE:DFIN)
Donnelley Financial Solutions, Inc. is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers), and global investment markets compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. The Company provides content management, multi-channel content distribution, data management and analytics services, collaborative workflow and business reporting tools, and translations and other language services in support of its clients’ communications requirements. The Company operates in two business segments: United States and International. The United States segment consists of three reporting units: capital markets, investment markets, and language solutions and other. The International segment includes its operations in Asia, Europe, Latin America and Canada.
