Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Retirement of Serge C.P. Belamant and Appointment of
Herman G. Kotzé as Chief Executive Officer
On May 24, 2017, the Company announced that Serge C.P. Belamant
will retire from his position as Chief Executive Officer of the Company and as a
member of the Companys board of directors, effective as of May 31, 2017. Herman
G. Kotzé will succeed Mr. Belamant as Chief Executive Officer, effective
immediately upon Mr. Belamants retirement. Mr. Kotzé has been the Companys
Chief Financial Officer, Secretary and Treasurer since 2004. Mr. Belamants
resignation was not due to any dispute or disagreement with the Company over any
matter relating to the Companys operations, policies or practices.
On May 24, 2017, the Company issued a press release announcing
Mr. Belamants retirement and the appointment of Mr. Kotzé, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 24, 2017, the Company and Mr. Belamant entered into a
Separation and Release of Claims Agreement (the Separation Agreement). The
Separation Agreement provides for certain payments and other benefits to Mr.
Belamant, including without limitation, the following: (a) a severance payment
of US$1,000,000, representing compensation for 27 years of service with the
Company, less applicable withholdings and deductions; (b) a payment of
US$7,000,000, less applicable withholdings and deductions, as an additional
amount in part for Mr. Belamants cooperative resignation; (c) accelerated
vesting of 200,000 shares of restricted stock granted to Mr. Belamant in August
2016, (d) the repurchase from Mr. Belamant by the Company of his shares of
Company common stock pursuant to a stock repurchase agreement (as described
below), and (e) the repurchase of 252,286 of Mr. Belamants in-the-money stock
options at a price per option equal to (i) US$10.80 minus (B) the applicable
exercise price per option. In addition, the Separation Agreement includes a
general release and waiver of claims by Mr. Belamant related to Mr. Belamants
employment with the Company.
The Remuneration Committee met on May 3, 2017, to discuss the
early retirement of Mr. Belamant. The Remuneration Committee agreed that
detailed severance terms would need to be agreed and negotiated with Mr.
Belamant and proposed that in relation to any shares of the Companys common stock that would be repurchased from Mr.
Belamant, the Company would pay $10.80 per share, which was 6 cents lower than
the closing price on May 2, 2017.
On May 24, 2017, as contemplated by the Separation Agreement,
the Company and Mr. Belamant entered into a Consulting Agreement (the
Consulting Agreement). Under the Consulting Agreement, Mr. Belamant will
provide consulting services to the Company as an independent contractor as
requested by the Company for a period of up to two years following his
departure, subject to termination by the Company or Mr. Belamant with a minimum
90 day notice period. The Company will pay Mr. Belamant US$50,000 per month plus
any applicable value-added tax (VAT), prorated for a partial month, for such
services.
On May 24, 2017, as contemplated by the Separation Agreement,
the Company and Mr. Belamant entered into a Stock Repurchase Agreement (the
Stock Repurchase Agreement) pursuant to which the Company will repurchase from
Mr. Belamant, at a price of US$10.80 per share, 1,017,465 shares of Company
common stock owned by Mr. Belamant within 10 days after the separation date.
The foregoing descriptions of the Separation Agreement
(including the Consulting Agreement and Stock Repurchase Agreement) is qualified
in its entirety by reference to the text of the such agreement, which is filed
as Exhibit 10.61 to this Current Report on Form 8-K and incorporated herein by
reference.