Rent-A-Center, Inc. (NASDAQ:RCII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry Into a Material Definitive Agreement. |
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If Mr.Fadel’s employment is terminated following a Change in Control by the Company without Cause, by Mr.Fadel for Good Reason or upon the expiration of the initial term or a renewal term due to the Company providing notice of non-renewal, then any severance payments Mr.Fadel would be entitled to in connection therewith will be reduced by the Change in Control Payment. |
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If Mr.Fadel’s employment is terminated or if the Employment Agreement expires or is not renewed by the Company (i)within 180 days prior to the Company entering into a definitive agreement for a Change in Control and a Change in Control occurs within twelve months of his employment being terminated, or (ii)a Change in Control occurs within 180 days following such termination, expiration or non-renewal (the “Residual Payment Period”), then Mr.Fadel shall be entitled to receive the Change in Control Payment. The Residual Payment Period shall not apply if Mr.Fadel’s employment is terminated by Mr.Fadel other than for Good Reason or by the Company for Cause. |
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Mr.Fadel is party to the Loyalty Agreement that contains confidentiality covenants as well as non-solicitation and non-competition provisions in favor of the Company. If Mr.Fadel violates or is in breach of any restrictions set forth in the Employment Agreement or Loyalty Agreement, Mr.Fadel shall, among other things, (i)not be entitled to any further severance payments and benefits under the Employment Agreement, and (ii)immediately return to the Company any severance payments and the value of any severance benefits which were received under the Employment Agreement. |
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“Cause” is defined in the Employment Agreement to mean: (i)material act or acts of willful misconduct by Mr.Fadel, whether in violation of the Company’s policies, including, without limitation, the Company’s Code of Business Conduct and Ethics, or otherwise; (ii)Mr.Fadel’s willful and repeated failure (except where due to physical or mental incapacity) or refusal to perform in any material respect the duties and responsibilities of Mr.Fadel’s employment; (iii)embezzlement or fraud committed by Mr.Fadel, at Mr.Fadel’s direction, or with Mr.Fadel’s prior personal knowledge; (iv)Mr.Fadel’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony; or (v)substance abuse or use of illegal drugs that, in the reasonable judgment of the compensation committee of the board of directors of the Company (the “Compensation Committee”), (A) impairs the ability of Mr.Fadel to perform the duties of his employment, or (B)causes or is likely to cause harm or embarrassment to the Company or any of its affiliates. Except as specified, the Compensation Committee, acting at its own discretion, will be responsible for determining whether particular conduct constitutes “Cause” for the purposes of the Employment Agreement. |
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The following exhibits are being filed herewith: |
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RENT A CENTER INC DE ExhibitEX-10.1 2 d563036dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Copy EMPLOYMENT AGREEMENT AGREEMENT,…To view the full exhibit click here
About Rent-A-Center, Inc. (NASDAQ:RCII)
Rent-A-Center, Inc. is a rent-to-own operator in North America. The Company provides an opportunity to obtain ownership of products, such as consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories), under rental purchase agreements. The Company operates in four segments: Core U.S., Acceptance Now, Mexico and Franchising. Its Core U.S. and Mexico stores generally offer merchandise from over five basic product categories: consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories). The Acceptance Now segment provides an on-site rent-to-own option at a third-party retailer’s location. Its Franchising segment engages in the sale of rental merchandise to its franchisees who, in turn, offer the merchandise to the general public for rent or purchase under a rent-to-own transaction. It offers brands, such as LG, Frigidaire, Acer, Apple, Asus, Samsung, Ashley, Powell and Standard.