PARADISE, INC. (OTCMKTS:PARF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On April 5, 2018, Paradise, Inc. (the “Company”) entered into new employment agreements with Randy S. Gordon, President and Chief Executive Officer, Mark H. Gordon, Executive Vice President, and Tracy W. Schulis, Senior Vice President, in each case effective as of January 1, 2018. Each agreement has an initial term of two years. Thereafter, the agreements automatically renew for successive two-year terms, unless the Company provides to the executive at least one hundred twenty days prior to expiration of the term written notification that it intends not to renew such executive’s agreement. Under the agreements, the initial base salary of each executive is $215,000, each executive is eligible to earn an annual bonus with a target bonus amount of $50,000 but with the actual bonus amount to be determined by the Company’s Board of Directors in its sole discretion, and each is entitled to participate in and receive payments from any incentive compensation plans as may be adopted by the Company and available to other employees of the Company. In addition to benefits available to employees of the Company generally, each agreement provides for life insurance coverage, with all premiums paid by the Company, plus payment of membership dues for a country club or similar club. Life insurance premiums and membership dues are subject to a tax gross-up payment. Each agreement contains a non-compete provision for one year following termination.
Under the agreements, in the event of the termination of the executive’s employment (i) by the Company (including by non-renewal) other than for cause (as defined in the employment agreements) or (ii) by the executive upon (a) a good faith determination by such employee that there has been a material breach of his employment agreement by the Company, (b) a material adverse change in such employee’s working conditions or status, (c) a significant relocation of such employee’s principal office, or (d) during the twenty-four month period following a change of control, a good faith determination by him that there has been any of the following: a breach of his employment agreement by the Company, any adverse change in his working conditions, status, authority, duties, responsibilities, or any requirement that he relocate his principal office to a location that is more than twenty miles from the location of his principal office immediately prior to the change of control, then such employee will be paid (subject to a Section 280G cap), a one-time, lump-sum severance payment equal to the sum of his annual base salary in effect at the time of such termination plus his average bonus for the two fiscal years immediately preceding such termination, and will receive up to twelve months of benefits continuation. Under the agreements, each executive will be entitled to any earned but unpaid bonus at the time of his termination unless he is terminated by the Company for cause.
The employment agreements with Randy S. Gordon, Mark H. Gordon and Tracy W. Schulis are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated by reference herein.
Forward-Looking Statements
The statements in this Current Report on Form8-K that are not historical, including without limitation statements regarding the Company’s beliefs, expectations, prospects, strategic plans and statements regarding strategic alternatives or other future transactions, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for these purposes. In some cases, forward-looking statements can be identified by the use of such terminology as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continues,” or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Forward-looking statements are subject to inherent risks and uncertainties, and actual results and developments may be materially different from those expressed or implied by our forward-looking statements. We undertake no obligation to update forward-looking statements other than as required by law. Prospective investors should also consult the risks described from time to time in the Company’s Reports on Forms10-K, 10-Q and 8-K and Annual Reports to Shareholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
PARADISE INC ExhibitEX-10.1 2 tv490587_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”) is entered into on April 5,…To view the full exhibit click here
About PARADISE, INC. (OTCMKTS:PARF)
Paradise, Inc. is a producer of glace’ fruit, a main ingredient of fruit cakes, sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons of Thanksgiving and Christmas. The Company operates through two segments: Fruit and Molded Plastics. The Fruit segment is engaged in the production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users and retailers for use in home baking. Also, based on market conditions, the Company is engaged in the processing of frozen strawberry products, for sale to commercial and institutional users, such as preservers, dairies and drink manufacturers. The Molded Plastics segment is engaged in the production of plastics containers and other molded plastics. The Company sells its products to various food processors and others. The Company’s customers are located in the United States. Paradise Plastics, Inc. is a subsidiary of the Company.