Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Plans.
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On March 1, 2018, Lear Corporation (the Company) announced that Frank C. Orsini has been appointed Executive Vice President and President of
Seating and Jeneanne M. Hanley has been appointed Senior Vice President and President of
E-Systems,
both appointments effective immediately.
Appointment of Frank C. Orsini and Second Amended and Restated Employment Agreement
Previously, Mr Orsini, 45, served as Senior Vice President and President of the Companys
E-Systems
business since
2012. Since joining the Company in 1994, Mr. Orsini has held a series of positions of increasing responsibility in Seating as well as in
E-Systems.
Mr. Orsini earned a Bachelors degree from
Oakland University and an executive Masters of Business Administration degree from Michigan State University.
In connection with his appointment and
promotion to the role of Executive Vice President and President of Seating, on March 1, 2018, the Company entered into a Second Amended and Restated Employment Agreement with Mr. Orsini (the Orsini Agreement). Pursuant to the
Orsini Agreement, Mr. Orsini will receive an initial annual base salary of $770,000. Mr. Orsini will remain eligible to participate in the Companys Annual Incentive Plan (AIP) and 2009 Long-Term Stock Incentive Plan
(LTSIP). The Orsini Agreement otherwise contains terms substantially similar to those of Mr. Orsinis employment agreement in effect prior to the amendment and restatement, including, but not limited to, (i) in the event
that Mr. Orsinis employment is terminated by the Company other than for cause, incapacity or due to Mr. Orsinis death, or by Mr. Orsini for good reason (as such terms are defined in the
Orsini Agreement), a severance package comprised of two times the sum of Mr. Orsinis annual base salary and target bonus, 24 months of continued health coverage, full vesting of time-vested LTSIP awards
and pro-rata vesting
of performance-based LTSIP awards (based on actual performance), and (ii) restrictive covenants relating to
non-competition,
confidential information and
non-solicitation
of the Companys employees and customers.
The foregoing
description of the Orsini Agreement is a summary only and is qualified in its entirety by reference to the full text of the Orsini Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Appointment of Jeneanne M. Hanley and Employment Agreement
Previously, Ms. Hanley, 45, served as Vice President, Global Seat Surface Materials and Craftsmanship since 2015. Since joining the Company in 1994,
Ms. Hanley has had a series of positions of increasing responsibility in Seating and
E-Systems.
In 2012, she was named Vice President, Americas Seating, where she had responsibility for the
Companys
Just-in-Time
Seating operations in the U.S., Canada, Mexico, Brazil and Argentina covering 29 manufacturing plants and 14,500 employees. Ms. Hanley
earned a Bachelors of Science degree in Mechanical Engineering and a Masters of Business Administration from the University of Michigan.
In
connection with her appointment and promotion to the role of Senior Vice President and President of
E-Systems,
on March 1, 2018, the Company entered into an Employment Agreement with Ms. Hanley (the
Hanley Agreement). Pursuant to the Hanley Agreement, Ms. Hanley will receive an initial annual base salary of $620,000 and will be eligible to participate in the AIP and LTSIP. The Hanley Agreement also contains terms substantially
similar to those contained in the Companys other executive employment agreements, including, but not limited to, (i) in the event that Ms. Hanleys employment is terminated by the Company other than for cause,
incapacity or due to Ms. Hanleys death, or by Ms. Hanley for good reason (as such terms are defined in the Hanley Agreement), a severance package comprised of two times the sum of Ms. Hanleys annual
base salary and target bonus, 24 months of continued health coverage, full vesting of time-vested LTSIP awards
and pro-rata vesting
of performance-based LTSIP awards (based on actual performance),
and (ii) restrictive covenants relating to
non-competition,
confidential information and
non-solicitation
of the Companys employees and customers.
2
The foregoing description of the Hanley Agreement is a summary only and is qualified in its entirety by reference
to the full text of the Hanley Agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.