SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangement of Certain Officers.

Shmidman 2016 Performance Bonus


On December 21, 2016, the Compensation Committee (the Committee)
of the Board of Directors of Sequential Brands Group, Inc. (the
Company) reviewed the Companys projected 2016 EBITDA results in
contemplation of awarding Mr. Yehuda Shmidman, the Companys Chief
Executive Officer, his annual cash performance bonus prior to the
filing of the Companys Annual Report on Form 10-K for fiscal year
ended December 31, 2016. Thereafter, on December 30, 2016
following due consideration, the Committee determined that the
EBITDA targets established for Mr. Shmidman for fiscal year 2016
had been attained. Therefore, in accordance with his employment
agreement, Mr. Shmidman was awarded a cash bonus representing
150% of his base salary in respect of his 2016 performance,
payable immediately.


In consideration of the early payment of Mr. Shmidmans annual
cash performance bonus, the Committee resolved that Mr. Shmidman
would be required to repay the full amount of his cash bonus if
the certification of the Companys financial results and
subsequent filing of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2016 demonstrated that the
Company did not attain the 2016 EBITDA targets for fiscal year
2016.

Klein Employment Agreement


On January 3, 2017, the Company entered into an amendment (the AR
Employment Agreement) with Mr. Gary Klein, the Companys Chief
Financial Officer, for a term continuing through December 31,
2018, unless otherwise terminated in accordance with the terms of
the AR Employment Agreement (the Term). The AR Employment
Agreement extends and amends the terms of the original employment
agreement with Mr. Klein, filed as Exhibit 10.16 to the Companys
Annual Report on Form 10-K, which agreement remains in effect
except as modified by the AR Employment Agreement.


During the Term, Mr. Klein will receive a base salary of not less
than $325,000 for the 2016 calendar year, $375,000 for the 2017
calendar year and $400,000 for the 2018 calendar year, subject to
increases from time to time as determined by the Companys board
of directors or the compensation committee thereof (such salary,
the Base Salary). Mr. Klein will also be eligible to receive an
annual performance bonus of up to 75% of the Base Salary based on
the attainment of certain performance targets to be agreed upon
by the Company and Mr. Klein, subject to certain adjustments as
set forth in the AR Employment Agreement (the Annual Bonus). If
applicable, the Annual Bonus shall be due and payable to Mr.
Klein annually, payable in the year following the fiscal year for
which the Annual Bonus was earned on the earlier of (i) the date
the Company files its Annual Report on Form 10-K for the fiscal
year for which the Annual Bonus was earned and (ii) April 1st of
the following year. In addition, the AR Employment Agreement
provides for an equity compensation grant to Mr. Klein of 60,000
time-vested restricted stock units (the RSUs), with 50% vesting
on the last calendar day of each of 2017 and 2018.


In the event Mr. Kleins employment is terminated by the Company
upon the end of the term of the AR Employment Agreement and the
Company has not offered to extend the AR Employment Agreement or
offered Mr. Klein a substantially-similar employment agreement,
then the Company shall pay Mr. Klein an amount equal to six
months of his Base Salary, which shall be payable in full in a
lump sum cash payment to be made to Mr. Klein on the date that is
30 days following the date of termination, subject to certain
adjustments.


In addition, in the event Mr. Kleins employment is terminated by
the Company with Cause or by Mr. Klein without Good Reason, each
as defined in the AR Employment Agreement, Mr. Klein will be
entitled to receive, among other things, (1) any earned but
unpaid base salary through the date of termination, (2)
reimbursement for any unreimbursed expenses, (3) payment for any
accrued but unused vacation time; and (4) such benefits, and
other payments, if any, as to which Mr. Klein and his eligible
dependents may be entitled under, and in accordance with the
terms and conditions of, the employee benefit arrangements, plans
and programs of the Company as of the date of termination, other
than any severance pay plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number

Description
10.1 Amendment to Employment Agreement, dated as of January 3,
2017, by and between the Company and Mr. Klein.


About SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG)

Sequential Brands Group, Inc. owns a portfolio of consumer brands in the fashion, home, athletic and lifestyle categories. The Company’s portfolio of consumer brands includes Martha Stewart, Emeril Lagasse, Jessica Simpson, Joe’s Jeans, William Rast, Ellen Tracy, Revo, AND1 and Avia. The Company’s brands are licensed for a range of product categories, including apparel, footwear, eyewear, fashion accessories and home goods. The Company licenses brands to both wholesale and direct-to-retail licensees. The Company licenses the Martha Stewart brand to various licensees, including retailers, such as Macy’s, The Home Depot, PetSmart and Staples. The Jessica Simpson Collection is a signature lifestyle concept designed in collaboration with Jessica Simpson, which offers various product categories, including footwear, apparel, fragrance, fashion accessories, maternity apparel, girls clothing and a home line. The Avia brand offers running and activewear products.

SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) Recent Trading Information

SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) closed its last trading session down -0.38 at 4.70 with shares trading hands.

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