EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC) 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.

On May 1, 2017, Edgewell Personal Care Company (the Company)
entered into Change of Control Agreements (the Agreements) with
the executive officers of the Company, including David P.
Hatfield, Chairman, President and Chief Executive Officer; Sandra
J. Sheldon, Chief Financial Officer; Colin Hutchison, Chief
Operating Officer; Peter J. Conrad, Chief Administrative Officer;
and Manish R. Shanbhag, Chief Legal Officer, Chief Compliance
Officer and Secretary. In the cases of Hatfield, Sheldon, Conrad
and Shanbhag, the Agreements replace prior Change of Control
Agreements (the Former Agreements) between the Company and these
individuals.

In addition, on May 1, 2017, the Company entered into Change of
Control Agreements with certain other key employees of the
Company, in most cases replacing prior Change of Control
Agreements between the Company and these individuals.

The Agreements provide security for key individuals who would be
involved in the Companys response to circumstances that could
result in a change of control, such as a takeover or merger, as
well as continuity in the management and direction of the
Companys businesses and operations during the periods before and
after a change of control.

The Agreements have three-year terms in the case of Hatfield and
Conrad, and two-year terms in the case of Sheldon, Hutchison and
Shanbhag. Each Agreement provides for an annual automatic
extension for an additional year commencing May 1, 2018 and each
May 1 thereafter, subject to a 90-day notice of termination prior
to the annual renewal date. If a change of control (as defined)
occurs, the Agreements automatically continue for three years (in
the case of Hatfield and Conrad) or two years (in the case of
Sheldon, Hutchison and Shanbhag) beyond the month in which the
change of control occurred.

Each Agreement provides that the individual will receive
severance compensation in the event of certain termination events
(as provided in the Agreement) within three years (in the case of
Hatfield and Conrad) or two years (in the case of Sheldon,
Hutchison and Shanbhag) following a change of control, other than
termination for cause, death, retirement or disability or by the
individual other than for good reason (as such terms are
defined).

If the individual is terminated under the termination events
defined in the Agreement within three years (in the case of
Hatfield and Conrad) or two years (in the case of Sheldon,
Hutchison and Shanbhag) of the change of control, the benefits
under the Agreement include:


	Payment of base salary through the termination date;


	Payment of a pro rata portion of the target annual bonus for the year of termination;


	Accelerated vesting of all unvested equity-based awards, including performance awards;


	A payment equal to three times (in the case of Hatfield and Conrad) or two times (in the case of Sheldon, Hutchison and Shanbhag) the sum of the individuals annual base salary and severance bonus amount (defined as the average of the most recent five-year actual bonus percentages multiplied by the greater of base salary at either termination or change of control);


	Full vesting under any retirement plan (as defined);


	Continued coverage under health, vision, dental, life insurance and long-term disability benefits for three years (in the case of Hatfield and Conrad) or two years (in the case of Sheldon, Hutchison and Shanbhag) following termination plus any taxes payable by the individual with respect to such benefits; and


	Provision of outplacement services for a period of six months.

Such benefits are subject to reduction under certain
circumstances to the extent necessary to avoid certain federal
excise taxes.

Following termination of employment, the individual is subject to
a one-year covenant not to compete, a one-year non-solicitation
covenant, and certain confidentiality and release obligations.

The provisions of the Agreements are generally similar to those
of the Former Agreements, including the three-year periods for
Hatfield and Conrad and the two-year periods for Sheldon and
Shanbhag. Certain material changes reflected in the Agreements as
compared to the Former Agreements include:


	Eliminating federal excise tax reimbursement provisions for Hatfield and Conrad if it was determined that a federal golden parachute excise tax would be applicable to the individual;


	Narrowing the definition of change of control to increase the threshold for a change of control to occur;


	Narrowing the definition of good reason to eliminate certain circumstances which previously constituted termination for good reason;


	Making payment of a prorated short term bonus contingent on both change of control and termination of employment;


	Eliminating post-termination availability of perquisites and fringe benefits; and


	Eliminating credit of additional years of service under Company pension plans.

The description of the form of Agreement set forth herein is a
summary only and is qualified in its entirety by the full text of
the form of Change of Control Agreement, a copy of which is
listed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description
10.1	Form of Change of Control Agreement

About EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC)
Edgewell Personal Care Company is a manufacturer and marketer of personal care products in the wet shave, sun and skin care, feminine care and infant care categories. As of September 30, 2016, the Company had a portfolio of over 25 brands. It manages its business in four segments: Wet Shave, Sun and Skin Care, Feminine Care and All Other. Its Wet shave products are sold under the Schick, Wilkinson Sword, Edge, Skintimate, Shave Guard and Personna brand names. Its Sun and Skin Care products are sold under the Banana Boat, Hawaiian Tropic, Wet Ones and Playtex brand names and offers Wet Ones, portable hand wipes category, and Playtex household gloves, the branded household glove in the United States. Its Feminine Care segment markets its products under the Playtex, Stayfree, Carefree and o.b. brands and markets pads and liners. Its All Other segment includes infant care, pet care and miscellaneous other products. EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC) Recent Trading Information
EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC) closed its last trading session up +2.51 at 74.68 with 445,547 shares trading hands.