Wingstop Inc. (NASDAQ:WING) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December22, 2016, the Company entered into a new employment
agreement with our Chief Executive Officer, Charles R. Morrison
(the Agreement) to be effective January1, 2017. The Agreement
provides for a term through January1, 2020.
The annual base salary set forth in the agreement will initially
be $628,500. Mr.Morrison is eligible for an annual bonus with a
target of 50% of his base salary based upon the achievement of
performance targets established by the Companys Board of
Directors from time to time. Mr.Morrison is also eligible for an
annual outperform bonus based upon the achievement of performance
targets established by the Companys Board of Directors from time
to time that, if achieved, would result in aggregate annual
bonuses of 125% or 150% of his base salary.
The Agreement entitles him to a grant under our 2015 Omnibus
Equity Incentive Plan of an annual equity compensation award with
a fair value equal to or greater than $1.5 million during 2017.
If a change of control of the company occurs and Mr.Morrisons
employment is terminated without cause or he resigns for good
reason within six months prior to or two years following such
change of control, the Mr.Morrisons equity awards will be
accelerated.
The Agreement provides for severance benefits if Mr.Morrisons
employment is terminated without cause or if he resigns for good
reason. In such instance, Mr.Morrison is entitled to (1)any
earned but unpaid cash bonus, (2)the continuation of base salary
for 24 months following the termination of his employment and
(3)continued participation for up to 24 months in employee
welfare benefit plans which, by their terms, permit a former
employee to participate, subject to his compliance with the
non-disclosure of trade secrets, a confidentiality obligation, a
24 month non-compete obligation, a 24 month non-solicitation
obligation, a non-disparagement obligation and the execution of a
general release of claims. If a change of control of the company
occurs, there is no obligation to make severance payments in
connection with such change of control unless Mr.Morrisons
employment is terminated without cause or he resigns for good
reason within six months prior to or two years following such
change of control.
If Mr.Morrison is terminated as a result of a permanent
disability, he is entitled to (1)a prorated portion of the annual
cash bonus earned for the year of termination (if any) calculated
at the end of such year and paid on the same date on which
bonuses are paid to other executives of the company, (2)any other
amounts earned, accrued or owing but not yet paid, and
(3)continued participation in employee welfare benefit plans
which, by their terms, permit a former employee to participate.
In the event of his death, his estate is entitled to (1)and
(2)above as well as any other benefits to which he would be
entitled in accordance with the terms of the applicable plans and
programs of the company.
If we terminate Mr.Morrisons employment for cause or he resigns
other than for good reason, we will pay (1)his base salary
actually earned up to the date of termination and (2)any earned
cash bonus from the previous year not yet paid.
The foregoing description of the Agreement is a general
description and is qualified in its entirety by reference to the
Agreement, which is filed with this Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Employment Agreement, dated December22, 2016, between the Company and Charles R. Morrison. |
About Wingstop Inc. (NASDAQ:WING)
