SANTANDER CONSUMER USA HOLDINGS INC. (NYSE:SC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation Agreement with Former Chief Financial Officer, Ismail Dawood
Santander Consumer USA Holdings Inc. (“SC Holdings”) and Santander Consumer USA Inc. (“SC”, and together with SC Holdings, the “Company”) previously announced the departure of Ismail Dawood from the Company as Chief Financial Officer as of the close of business on September29, 2017. In connection with his departure, Mr.Dawood entered into a Separation Agreement and Release and Waiver of Claims, dated as of October3, 2017, with SC and SC Holdings (the “Separation Agreement”), which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Separation Agreement provides, among other things, that Mr.Dawood’s departure will be treated as a termination by the Company without “cause” for all purposes, including for purposes of Amended and Restated Letter Agreement, by and among SC Holdings and SC and Mr.Dawood, dated December1, 2016 (the “Letter Agreement”). The Letter Agreement was previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December5, 2016.
The Separation Agreement confirms that Mr.Dawood will receive the following payments and benefits, each of which was provided for under the existing terms of the Letter Agreement, provided that he does not timely revoke the Separation Agreement:
| • | Mr.Dawood’s base salary through his date of termination; |
| • | a lump sum cash payment of $2,367,563, which is equal to 225% of his annual base salary; |
| • | a lump sum cash payment of $20,745, which is equal to 12 months of company-paid healthcare coverage for Mr.Dawood and his dependents; |
| • | full vesting of the RSU award granted to Mr.Dawood upon joining the Company; and |
| • | continued vesting, without the requirement of continued service with the Company, for Mr.Dawood’s deferred and unearned cash award (and any related interest) and the deferred and unearned RSUs, each granted in settlement of the deferred portion of his annual bonus for the 2016 performance year, subject to the terms and conditions of the applicable award agreement. |
The foregoing description of the terms of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Information
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond the Company’s control. For an additional discussion of these risks, please see Part I, Item1A entitled “Risk Factors” in the Company’s 2016 Annual Report on Form 10-K.
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits
Santander Consumer USA Holdings Inc. ExhibitEX-10.1 2 d462725dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS This Separation Agreement and Release and Waiver of Claims (the Agreement) is between ISMAIL DAWOOD (you),…To view the full exhibit click here
About SANTANDER CONSUMER USA HOLDINGS INC. (NYSE:SC)
Santander Consumer USA Holdings Inc. is the holding company for Santander Consumer USA Inc., and subsidiaries, a consumer finance company focused on vehicle finance and third party servicing. The Company’s segment, Consumer Finance, includes its vehicle financial products and services, including retail installment contracts, vehicle leases, and dealer loans, as well as financial products and services related to motorcycles, recreational vehicles (RVs), and marine vehicles. It also includes its personal loan and point-of-sale financing operations. Its primary business is the indirect origination of retail installment contracts, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers. It offers auto financing products and services to Fiat Chrysler Automobiles US LLC (FCA) customers and dealers under the Chrysler Capital brand.