LEAF GROUP LTD. (NYSE:LFGR) 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 February14, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Leaf Group Ltd. (the “Company”) approved amendments to the employment agreements of Brian Pike, the Company’s Chief Operating Officer and Chief Technology Officer, and Jantoon Reigersman, the Company’s Chief Financial Officer (each, an “Executive”). The revised terms provide that in the event an Executive is terminated by the Company without Cause or by the Executive for Good Reason, in each case other than in connection with a Change in Control, such Executive will be entitled to: (i)a lump-sum payment in an amount equal to 12 months of his then-current annual base salary; (ii)accelerated vesting of each then unvested outstanding equity award held by the Executive on his termination date with respect to the number of shares underlying each such equity award that would have vested over the 12 month period immediately following the termination date had such qualifying termination not occurred; and (iii)Company-paid healthcare continuation coverage for such Executive and his dependents for up to 12 months after the termination date. In the event an Executive is terminated by the Company without Cause or by the Executive for Good Reason, in each case in connection with a Change in Control, such Executive will be entitled to: (i)a lump-sum payment in an amount equal to 12 months of his then-current annual base salary; (ii)a bonus equal to the amount of the annual bonus paid to Executive during the prior fiscal year pro-rated based upon the length of his employment during the year of termination; (iii)full accelerated vesting of all of the Executive’s then unvested outstanding equity awards held by the Executive on his termination date; and (iv)Company-paid healthcare continuation coverage for such Executive and his dependents for up to 12 months after the termination date. “Cause,” “Good Reason” and “Change in Control” are defined in the Executives’ respective employment agreements.
Other than the changes described herein, the terms of the Executives’ employment agreements are substantially similar to those of their respective existing agreements.
The foregoing description of the material terms of the amended employment agreements does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the amended employment agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form10-Q for the three months ended March31, 2019 or as an amendment to this Form8-K.
About LEAF GROUP LTD. (NYSE:LFGR)
Leaf Group Ltd., formerly Demand Media, Inc., is diversified Internet marketplaces and media company. The Company has online media properties and marketplace platforms that enable communities of creators to reach audiences in lifestyle categories. The Company operates an online studio platform for the professional creation and distribution of content, as well as two online artist marketplaces. Its business comprises two service offerings: Content & Media and Marketplaces. The Company creates media content, including text articles, videos, photographs and designed visual formats, and publishes such content to its owned and operated online properties and to its customers’ online properties. The Company also offers its content creation and distribution platform to provide custom content and other content marketing solutions to brands, publishers and advertisers.