Renewable Energy Group, Inc. (NASDAQ:REGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 29, 2017, Renewable Energy Group, Inc. (the “Company”) entered into Employment Agreements with each of Brad Albin, Vice President, Manufacturing, and Chad Stone, Chief Financial Officer, both effective August 15, 2017.

Both Employment Agreements have an initial term of three years, ending on August 15, 2020, with automatic one-year extensions thereafter unless notice of non-extension is delivered no later than 90 days prior to the expiration of the then-current term.

Compensation under the Employment Agreements for each executive shall include: (i) an annual base salary of $350,350, with increases as deemed advisable by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”); (ii) eligibility to receive an annual bonus under the Company’s annual incentive plan for executive officers based upon attainment of performance goals as determined by the Compensation Committee, at a target level of 50% of his base salary; (iii) eligibility to participate in the Company’s equity incentive plans and programs; (iv) eligibility to participate in the group health, dental, vision and life insurance plans, retirement, fringe benefit, paid time-off and other benefit plans on the same terms as other senior executives of the Company generally; and (iv) reimbursement for certain expenses.

Mr. Albin and Mr. Stone are also each entitled to the same payments and benefits upon termination of employment:

Termination for Cause or Resignation without Good Reason. If the Company terminates the employment of Mr. Albin or Mr. Stone for cause (as defined in their respective Employment Agreements) or either resigns without good reason (as defined in their respective Employment Agreements) and, in either case, the termination of his employment is not because of his death or disability, he will forfeit all rights to any annual bonus for the year in which the termination of employment occurs, and he will be entitled only to a payment equal to any accrued, but unpaid, base salary and other benefits, including any bonuses accrued, but unpaid with respect to a prior year.

Termination due to Death or Disability. If the employment of Mr. Albin or Mr. Stone is terminated due to death or disability, he (or his estate, as applicable) will receive any accrued, but unpaid, base salary and other benefits, including any bonuses accrued, but unpaid with respect to a prior year, and a pro-rated annual cash bonus payment for the year in which his employment terminates, calculated based on actual performance through the end of the applicable year in an amount not to exceed the pro-rated portion of his target annual bonus for such year, payable in a lump sum.

Termination without Cause or Resignation for Good Reason; Termination without Cause or Resignation for Good Reason Following a Change in Control. If Mr. Albin’s or Mr. Stone’s employment is terminated without cause or he resigns for good reason, he will receive (a) any accrued, but unpaid, base salary and other benefits, including any bonuses accrued but unpaid with respect to a prior year, (b) a severance payment equal to his then-current annual base salary (the “Severance Salary Payment”) payable in installments over one year after such termination or resignation, as applicable, (c) a pro-rated annual cash bonus payment (the “Severance Bonus Payment”) for the year in which his employment terminates, calculated based on actual performance through the end of the applicable year in an amount not to exceed the pro-rated portion of his target annual bonus for such year, payable in installments over one year after such termination or resignation, as applicable, and (d) healthcare continuation coverage for one year after such termination or resignation, as applicable, which will terminate if, and to the extent, he becomes eligible to receive comparable coverage from a subsequent employer. If the Company terminates his employment without cause or he resigns for good reason, in each case within two years following the date of a change in control (as defined in their respective Employment Agreements) of the Company, the Severance Salary Payment will be doubled and paid in a lump sum, the Severance Bonus Payment will be paid in a lump sum and all equity-based awards held by him shall vest in accordance with the terms of the Company’s Amended and Restated 2009 Stock Incentive Plan. In order to receive the foregoing severance payments and benefits, both Mr. Albin and Mr. Stone must execute a release of claims in favor of the Company and comply with their obligations under the Non-Competition Agreement.

The Employment Agreements for Messrs. Albin and Stone provide that, in the event that their change in control payments and benefits would trigger an excise tax under Sections 280G and 4999 of the Internal Revenue Code, then

the value of such payments and benefits will be either (i) delivered in full or (ii) subject to a cutback, whichever provides them with the greatest benefit on an after-tax basis.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreements for each of Messrs. Albin and Stone, which are filed hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Renewable Energy Group, Inc. ExhibitEX-10.1 2 regi-8kexhibit101bradalbin.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EMPLOYMENT AGREEMENTTHIS EMPLOYMENT AGREEMENT (this “Agreement”),…To view the full exhibit click here
About Renewable Energy Group, Inc. (NASDAQ:REGI)
Renewable Energy Group, Inc. is focused on providing cleaner, lower carbon intensity products and services while also providing conventional products and services. The Company is a producer of biomass-based diesel in the United States. Its segments include Biomass-based diesel, Services, Renewable Chemicals and Corporate and other activities. The Biomass-based diesel segment processes waste vegetable oils, animal fats, virgin vegetable oils and other feedstocks and methanol into biomass-based diesel. The Services segment offers services for managing the construction of biomass-based diesel production facilities and managing ongoing operations of third-party plants. The Renewable Chemicals segment includes research and development activities focusing on microbial fermentation to develop and produce renewable chemicals, fuels and other products. The Corporate and Other segment includes trading activities related to petroleum-based heating oil and diesel fuel.