GWG Holdings, Inc. (NASDAQ:GWGH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On June 28, 2017, GWG Holdings, Inc. entered into a new
employment agreement with William Acheson to serve as the
companys Chief Financial Officer and Executive Vice President.
The agreement has a three-year term that includes successive
one-year renewal terms unless either party provides notice of
non-renewal at least 60 days prior to the expiration of the
then-current term.
The agreement provides Mr. Acheson with an annual base salary of
$320,000 (retroactive to April 1, 2017), subject to annual review
and increase (but not decrease), the right to participate in the
companys incentive compensation plan, and the right to
participate in those employee benefits made available to the
companys other management-level employees. The incentive
compensation plan is a discretionary incentive program allowing
participating employees the opportunity to earn cash bonuses or
options to purchase common stock based upon the performance of
the employee and the company.
The agreement also entitles Mr. Acheson to receive an initial
grant of ten-year options to purchase up to 150,000 shares of the
companys common stock at the per-share price of $10.20. One-half
of the option grant (75,000 shares) will vest ratably in annual
installments over a three-year period, and the other one-half of
the option grant will vest, if at all, in annual calendar-year
increments (beginning at December 31, 2017) of 25,000 shares,
subject, however, to the satisfaction of certain
performance-based criteria generally described in the agreement.
The time-based and performance-based option grants are
memorialized in two separate stock option agreements entered into
on June 29, 2017. The option grant was made under and subject to
the terms of the companys 2013 Stock Incentive Plan.
The company may terminate Mr. Achesons employment, without cause,
upon notice to him. In such an event, the company will be
obligated to pay Mr. Acheson a lump-sum severance payment in an
amount equal to his then-current annual base salary, and a cash
bonus under the incentive compensation plan that is prorated
based on the number of days Mr. Acheson was employed during the
related payment period under the plan. The company may also
terminate Mr. Achesons employment for reasons constituting cause,
as defined in the agreement. In the event of a termination for
cause, Mr. Acheson will be entitled to no severance or prorated
cash bonus payments.
The agreement entitles Mr. Acheson to voluntarily resign his
employment upon having given at least 30 days prior written
notice to the company, and to voluntarily resign his employment
upon good reason, as defined in the agreement. In the event of a
resignation for good reason, Mr. Acheson will be entitled to the
same severance and prorated cash bonus payments as in a case of a
company termination of his employment without cause.
The agreement contains customary provisions obligating Mr.
Acheson to maintain the confidentiality of the companys
proprietary information both during and after his employment with
the company, and provisions obligations obligating Mr. Acheson to
refrain from soliciting any employee of the company for a period
of 24 months after the termination of his employment, and to
refrain from soliciting certain clients and financing
relationships of the company for a period of 12 months after the
termination of his employment.
In the event of a change of control, as defined in the agreement,
the stock options granted to Mr. Acheson in connection with the
agreement (and not earlier expired or forfeited due to
non-vesting) will fully vest, and Mr. Acheson will be entitled to
voluntarily resign his employment for good reason under the
agreement.
The foregoing summaries of the employment agreement and stock
option agreement are qualified in all respects by the employment
agreement and stock option agreements themselves, copies of which
are respectively being filed herewith as Exhibit 10.1 and 10.2
and incorporated herein by this reference.
| Item1.02 |
Termination of a Material Definitive Agreement. |
By virtue of entering into the employment agreement with Mr.
Acheson described in Item 1.01 above, the companys earlier
employment agreement with Mr. Acheson, dated as of May 30, 2014,
was terminated.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosures made in Item 1.01 are incorporated herein by this
reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 |
Employment Agreement with William Acheson, dated June 28, 2017 (filedherewith) |
| 10.2 |
Stock Option Agreement with William Acheson, dated June 29, 2017 (filedherewith) |
| 10.3 |
Stock Option Agreement with William Acheson, dated June 29, 2017 (performance based) (filed herewith) |
GWG Holdings, Inc. ExhibitEX-10.1 2 f8k062817ex10i_gwgholdings.htm EMPLOYMENT AGREEMENT WITH WILLIAM ACHESON,…To view the full exhibit click here About GWG Holdings, Inc. (NASDAQ:GWGH)
GWG Holdings, Inc. is a specialty finance company. The Company is a financial purchaser of life insurance assets in the secondary market. The Company creates opportunities for consumers owning life insurance to obtain value for their policies as compared to the traditional options offered by insurance companies. The Company also creates opportunities for investors to participate in alternative asset classes, such as life insurance, not correlated to traditional financial markets. The Company conducts its life insurance related business through its subsidiary, GWG Life, LLC. It generally purchases life insurance assets directly from policy owners having purchased their life insurance in the primary market. Its operational platform offers various options to customers based on the market value of their life insurance, including selling the entire policy benefit for cash, or selling a portion of the policy benefit and retaining a portion of the benefit with no future premium obligation.