Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Interim CFO
On September 6, 2016, Cosi, Inc. (the “
Company
”) appointed James O’Connor, Jr., President of The O’Connor Group, Inc. (“
TOG
”), and Edward Schatz, Senior Managing Director of TOG, to serve as the Company’s interim co-Chief Financial Officers. Mr. O’Connor and Mr. Schatz will replace Miguel Rossy-Donovan, the Company’s previous Chief Financial Officer, who resigned effective September 23, 2016, as previously announced, to pursue a job at another company.
In addition, the Company has engaged TOG to advise the Company regarding financial and strategic matters. Pursuant to the terms of its engagement letter dated September 6, 2016, the Company will pay TOG a consulting fee of $21,000 per week, and will reimburse TOG for out-of-pocket business expenses incurred in the performance of its obligations under such engagement related to out-of-town travel. TOG’s engagement may be terminated by either party at any time for any reason.
In addition, each of Mr. O’Connor and Mr. Schatz will receive 50,000 stock options for unregistered shares of the Company’s common stock, par value $0.01 per share, priced at the Company’s stock price at the close of trading on the date of grant, with the date of grant being September 6, 2016. The stock options will fully vest on the date of grant.
Interim CEO.
On September 6, 2016, the Company entered into a Consulting Agreement (the “
Agreement
”) effective as of August 22, 2016, with Patrick Bennett concerning the compensation he will receive in his interim role as Chief Executive Officer & President.
Under the Agreement, the Company has agreed to pay Mr. Bennett a monthly consulting fee equal to $15,000 and to reimburse Mr. Bennett for all reasonable out-of-pocket business expenses incurred by Mr. Bennett in connection with his performance of services under the Agreement, including, without limitation, all travel, housing and other expenses incurred by Mr. Bennett in connection with commuting to and working out of the Company’s headquarters located in Boston, Massachusetts (the “
Cosi Support Center
”).
A copy of the Agreement is filed hereto as Exhibit 10.1 and is incorporated herein by reference.