SMITH-MIDLAND CORPORATION (OTCMKTS:SMID) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2020, Smith-Midland Corporation (the “Company”) executed an Employment Agreement (the “Employment Agreement”), dated as of November 11, 2020, with Ashley B. Smith to which Mr. Smith will continue to serve as the Chief Executive Officer and President of the Company.
The Employment Agreement is for a term of three years commencing on November 11, 2020 (the “Effective Date”) through and including November 10, 2023 (the “Employment Period”), subject to early termination as provided therein. Commencing on the first anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 180 days prior to the Renewal Date the Company shall give notice to Mr. Smith, or Mr. Smith shall give notice to the Company, that the Employment Period shall not be so extended. The Employment Agreement provides for a base salary (“Base Salary”) of $300,000 per year, with an increase of no less than 3% per annum.Mr. Smith’s Base Salary shall be reviewed annually by the Compensation Committee of the Board of Directors (the “Compensation Committee”) to its normal performance review policies for senior executives and may be increased but not decreased. Mr. Smith is also entitled to receive an annual bonus incentive payment (the “Incentive Bonus Payment”) as determined by the Compensation Committee in its discretion and, if applicable, in accordance with the terms of any applicable incentive plan of the Company and subject to the achievement of any performance goals established by the Compensation Committee with respect to such fiscal year. Mr. Smith shall also be eligible to participate in long term cash and equity incentive plans and programs applicable to senior officers of the Company.
The Employment Agreement contains certain provisions providing for severance payments to Mr. Smith in the event that he is terminated by the Company without cause or by Mr. Smith for Good Reason (generally, for material diminution in Mr. Smith’s Base Salary, target Incentive Bonus Payment, or position, authority, duties or responsibilities, relocation of Mr. Smith’s principal place of business to a location more than 30miles from Mr. Smith’s principal place of business or material breach by the Company of the Employment Agreement). The payment to Mr. Smith is greater in the event that such termination without cause or for Good Reason is within 24 months after a change of control of the Company. Under the Employment Agreement, Mr. Smith is also subject to non-competition and non-solicitation restrictions during the Employment Period and for a period of two years thereafter.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Employment Agreement with Mr. Smith, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Financial Statements and Exhibits
SMITH MIDLAND CORP Exhibit
EX-99 2 smid_ex101.htm EMPLOYMENT AGREEMENT smid_ex101 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 11,…
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About SMITH-MIDLAND CORPORATION (OTCMKTS:SMID)
Smith-Midland Corporation invents, develops, manufactures, markets, leases, licenses, sells and installs a range of precast concrete products for use in the construction, highway, utilities and farming industries, through its subsidiaries. The Company’s precast and barrier rental customers are primarily general contractors and federal, state, and local transportation authorities located in the Mid-Atlantic, Northeastern, Midwestern and Southeastern regions of the United States. It offers products, including Easi-Set SlenderWall Lightweight Construction Panels, Easi-Set Sierra Wall, Easi-Set Precast Building and Easi-Span Expandable Precast Building, Easi-Set Utility Vault, SoftSound Soundwall Panels, Beach Prisms Erosion Control Modules and H2Out Secondary Drainage System. Its precast subsidiaries also produce farm products, such as cattleguards and water and feed troughs, as well as custom order precast concrete products with various architectural surfaces.
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