Lamb Weston Holdings, Inc. (NYSE:LW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Lamb Weston Holdings, Inc. (NYSE:LW) 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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Item5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Executive Change of Control Severance Plan

On March 22, 2017, the Compensation Committee (the Committee) of
the Board of Directors of Lamb Weston Holdings, Inc. (the
Company) approved the Lamb Weston Holdings, Inc. Executive Change
of Control Severance Plan (the Plan) in order to provide certain
benefits to executive officers of the Company in the event of a
qualifying termination of employment in connection with a change
of control transaction involving the Company.The Committee will
administer the Plan and designate the participants in the Plan.On
March 22, 2017, the Committee designated Thomas Werner, President
and Chief Executive Officer, as a Tier I Participant in the Plan
and certain other executive officers, including Robert McNutt,
Senior Vice President and Chief Financial Officer, Micheline
Carter, Senior Vice President and Chief Human Resources Officer,
and Eryk Spytek, Senior Vice President, General Counsel and
Corporate Secretary, as Tier II Participants in the Plan.Timothy
McLevish, Executive Chairman, will participate in the Plan only
with respect to the equity award acceleration provisions
described below.

A participant in the Plan will become eligible to receive
benefits under the Plan if such participant (i) terminates his or
her employment for good reason within 24 months following the
effective date of a change of control of the Company or (ii) is
terminated by the Company without cause (A) within the 24 months
following a change of control or (B) in the six months prior to a
change of control if such termination occurs (x) at the request
of a third party who had taken steps reasonably calculated or
intended to effect the change of control or (y) in connection
with or in anticipation of the change of control.A participant
who terminates employment due to death or disability will not be
eligible to receive benefits under the Plan unless a voluntary
termination of employment by the participant immediately prior to
the participants death or disability would have qualified as good
reason.

If a participant experiences a qualifying termination (as
described in the immediately preceding paragraph), the
participant will be eligible to receive the following benefits,
subject to the participants execution of an effective release of
claims in favor of the Company and continued compliance with
certain restrictive covenants:

A lump sum cash severance payment equal to:

o

the sum of the participants (A) annual base salary, as in
effect on the date of such participants termination of
employment, or, if higher, as in effect immediately prior
to the change of control, and (B) the greater of the
participants (1) target bonus in the year of such
termination or (2) the highest actual bonus paid in the
three fiscal years preceding such termination, multiplied
by

o

three (in the case of a Tier I Participant), two (in the
case of Tier II Participant) or one (in the case of a
Tier III Participant).

A lump sum amount equal to the annual bonus the
participant would have earned under the annual bonus plan
for the plan year in which the participants termination
of employment occurs, determined based on the actual
performance achieved under such annual bonus plan for
such plan year and adjusted on a pro rata basis based on
the number of months the participant was actually
employed during such plan year.

Provided that the participant timely and properly elects
health continuation coverage under COBRA, a fully taxable
payment equal to the difference between the monthly COBRA
premium paid by the participant for the participant and
his or her dependents and the monthly premium amount paid
by similarly situated active executives of the Company,
for a period of 36 months (in the case of a Tier I
Participant), 24 months (in the case of Tier II
Participant) or 12 months (in the case of a Tier III
Participant).

Full acceleration of the participants service-based
equity awards that were outstanding on the date of the
change of control, and acceleration of the participants
performance-based equity awards that were outstanding on
the date of the change of control based on the greater of
(x) the target level of achievement of the applicable
performance conditions or (y) the actual level of
achievement of the applicable performance conditions as
of the date of the qualifying termination, if reasonably
measurable.The

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Committee also approved amendments to the forms of
restricted stock unit agreements and stock option
agreement for future awards under the Companys 2016
Stock Plan to update the definitions of change of
control and good reason in such agreements for
consistency with the Plan.

As a condition to participation in the Plan, each participant
will be bound by perpetual confidentiality and
non-disparagement covenants and non-competition and
non-solicitation covenants that apply during and for 12 months
following the participants employment with the Company.

The Company has the right to amend or terminate the Plan at any
time, but such amendment or termination will only be effective
until twelve months after notice of such amendment or
termination is provided to the participant, and if a change of
control occurs during such twelve-month period, such amendment
or termination shall not become effective.

The above descriptions of the Plan and forms of restricted
stock unit and stock option agreements are qualified in their
entirety by reference to the complete terms and conditions of
the Plan and agreements, which we will file with our Annual
Report on Form 10-K for the fiscal year ended May 28, 2017.

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About Lamb Weston Holdings, Inc. (NYSE:LW)

Lamb Weston Holdings, Inc. (Lamb Weston), is a supplier of frozen potato, sweet potato, appetizer and vegetable products to restaurants and retailers around the world. The Company’s segments include Global, Foodservice, Retail and Other. The Global segment includes operations associated with Lamb Weston’s business with large chain restaurant customers, whether those results are generated in the United States or abroad, as well as operations associated with retail and foodservice customers located outside of the United States and Canada. The Foodservice segment includes sales to a line of foodservice distribution customers in the United States and Canada. The Retail reporting segment includes sales to grocery, mass, club, and specialty retailers primarily in the United States. The Other segment includes the operations from Lamb Weston’s frozen vegetable business. It also includes the operations from Lamb Weston’s dairy business.

Lamb Weston Holdings, Inc. (NYSE:LW) Recent Trading Information

Lamb Weston Holdings, Inc. (NYSE:LW) closed its last trading session up +0.29 at 42.96 with 812,738 shares trading hands.

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