FLEXSTEEL INDUSTRIES, INC. (NASDAQ:FLXS) 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.
Czanderna Retirement and Release Agreement
On September 11, 2018, Flexsteel Industries, Inc. issued a press release announcing that Karel K. Czanderna, the Company’s President, Chief Executive Officer, and Director retired effective September 9,2018.
In connection with Ms. Czanderna’s retirement, Ms. Czanderna entered into a retirement agreement and release (“Retirement and Release Agreement”) which provides for the following:
(i)a lump sum payment of $1,140,945, representing the aggregate of 18 months’ base salary and one and one-half times the annual incentive bonus for the fiscal year ending June30, 2018;
(ii)reimbursement or payment of the premiums for continuation of her medical benefits under COBRA for a period of 18 months;
(iii)reimbursement of health insurance premiums up to $2,000 per month from April 1, 2020 through May 4, 2021, pro-rated for the partial month; and
(iv)payment for senior executive level outplacement program selected by Ms. Czanderna and reasonably approved by the Company.
Receipt of the foregoing retirement payments and benefits is conditioned upon Ms.Czanderna not revoking the Retirement and Release Agreement. Among other things, the Retirement and Release Agreement contains confidentiality provisions, non-competition and employee/client non-solicitation provisions applicable to Ms.Czanderna as well as mutual general releases and a mutual non-disparagement provision. The foregoing description of the Retirement and Release Agreement is qualified in its entirety by reference to the Retirement and Release Agreement, which is filed with this Current Report on Form 8-K as Exhibit10.1 and is incorporated herein by reference.
Retention Bonus Agreements
Effective September 25, 2018, the Company entered into Retention Bonus Agreements with certain members of its executive team, including Marcus D. Hamilton, the Company’s Chief Financial Officer, Secretary and Treasurer. The Retention Bonus Agreements provide that the executive will receive a lump sum payment equal to 30% of the executive’s highest base salary through December 31, 2019 if employment with the Company continues through December 31, 2019, or employment is involuntarily terminated before December 31, 2019, by the Company without Cause, as that term is defined in the Company’s Cash Incentive Compensation Plan.
The foregoing description of the Retention Bonus Agreement is qualified in its entirety by reference to the Form of Retention Bonus Agreement, which is filed with this Current Report on Form 8-K as Exhibit10.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 – Retirement Agreement and Release with Karel K. Czanderna, dated September 13, 2018
Exhibit 10.2 – Form of Retention Bonus Agreement
FLEXSTEEL INDUSTRIES INC ExhibitEX-10.1 2 a182144_ex10-1.htm RETIREMENT AGREEMENT AND RELEASE Exhibit 10.1 RETIREMENT AGREEMENT AND RELEASE This RETIREMENT AGREEMENT AND RELEASE (the “Agreement”) is made by and between Flexsteel Industries,…To view the full exhibit click here
About FLEXSTEEL INDUSTRIES, INC. (NASDAQ:FLXS)
Flexsteel Industries, Inc. is a manufacturer, importer, marketer and distributor of residential and commercial upholstered and wood furniture products in the United States. The Company offers its products for contract under categories, such as hospitality, healthcare, senior living, government and commercial office. It offers furniture for common areas, guest rooms, dining areas, patient rooms, resident rooms, work spaces, reception areas, administrative and collaborative spaces. Its range of offering includes chairs, sofas, benches, ottomans, pillows, barstools, tables, headboards, group seating, desks & hutches, causeway collection, presentation boards, bookcases, recliners and storage. It also offers sectionals, reclining furniture, lift reclining furniture, media consoles, night stands and side tables, among others, for home. It offers various products for recreation, such as bucket seats, fold-n-tumble, dinette seating, helm seating and modular sectionals.
