Item
5
.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
(b) Resignation of Harley E. Rouda, Jr.
As previously disclosed
by
Rocky Brands, Inc. (the “Company”)
in a Current Report on Form 8-K filed
on
December 20, 2018,
Harley E. Rouda, Jr.
provided the Board of Directors
with notice of his intent to resign from his position as a member of the Board
of Directors
, which became effective as
of
December 31, 2018. Mr. Rouda’s decision to resign was not due to a disagreement with the Company. Mr. Rouda was recently elected to the United States House of Representatives from California’s 48th Congressional D
istrict, and his term began
on January 3, 2019.
(e) Employment Agreements
On
January
1
, 2019, following the approval of
the
Board
of Directors
, the
Company entered into
an
employment agreement
with Jason Brooks, President and Chief Executive Officer of the Company
,
(the “Brooks Employment Agreement”). The Brooks Employment Agreement
replaces that
certain Employment Agreement, dated January 2, 2014, between the
Company and
Jason
Brooks
, in its entirety
.
The Brooks Employment Agreement provides that Mr. Brooks
is employed at will and
will have an annual salary of $325,000, which may be
decreased up to 20%
, or
increased
,
by the Company’s Board of Directors.
On
January
1
, 2019, following the approval of the Board of Directors, the Company entered into an employment agreement with
Thomas Robertson, Executive Vice President, Chief Financial Officer and Treasurer of the Company
,
(the “Robertson Employment Agreement”).
The
Robertson
Employment Agreemen
t provides that Mr. Robertson
is employed at will and
will have an annual salary of $
245
,000,
which may be decreased up to 20%
, or
increased
,
by the Company’s Board of Directors.
On
January
1
, 2019, following the approval of the Board of Directors, the Company entered into an employment agreement with
David Dixon, President, Sourcing and Manufacturing of the Company
,
(the “Dixon Employment Agreement”).
The
Dixon
Employment Agreemen
t provides that Mr. Dixon
is employed at will and
will have an annual salary of $
210
,000
,
which may be decreased up to 20%
, or
increased
,
by the Company’s Board of Directors.
On
January
1
, 2019, following the approval of the Board of Directors, the Company entered into an employment agreement with Richard Simms, President, Operations of the Company
,
(the “Simms Employment Agreement”). The Simms Employment Agreement
replaces t
hat certain Employment Agreement, dated January 2, 2014, between the Company and
Richard
Simms
, in its entirety
.
The
Simms
Employment Agreement prov
ides that Mr. Simms
is employed at will and
will have an annual salary of $
234
,000,
which may be decreased up to 20%
, or
increased
,
by the Company’s Board of Directors.
On
January
1
, 2019, following the approval of the Board of Directors, the Company entered into an employment agreement with
Byron Wortham, President, Core Brands of the Company
,
(the “Wortham Employment Agreement”).
The
Wortham
Employment Agreement prov
ides that Mr. Wortham
is employed at will and
will have an annual salary of $
200
,000,
which may be decreased up to 20%
, or
increased
,
by the Company’s Board of Directors.
Each of Mr. Brooks, Mr. Robertson, Mr. Dixon, Mr. Simms and Mr. Wortham
is
referred to herein as an “Executive
,
” and collectively as the “Executives.”
Each of the Brooks Employment Agreement,
the
Robertson Employment Agreement,
the
Dixon Employment Agreement,
the
Simms Employment Agreement, and
the
Wortham Employment Agreement is referred to herein as an “Executive Employment Agreement.”
Under the Executive Employment Agreements, e
ach of the Executives
is eligible to participate in annual incentive or bonus programs, and is eligible to receive
restricted stock and stock option awards, as determined by the Company’s Board of Directors from time to time.
The Executives
also
will
be entitled to participate in other benefi
ts generally made available to management
-level
employees
o
f the Company.
Under the Executive Employment Agreements, i
n the event of termination without cause, subject to his execution of a release of claims and continued compliance with the restrictive covenants described below,
each Executive
will be entitled to
his earned but unpaid salary and bonus, and a
continued base salary for a period of
six
months. In the event
an Executive
is employed for more than one-half the number of days in the applicable bonus period, the Company
also
will pay
such Executive
a pro-rated bonus if he is eligible under a bonus plan based on the financial performance of the Company
but which bonus plan
requires he be employed beyond the date of termination to receive the bonus.
Further, i
n the event of a change in control, if
an Executive
is terminated (
other than due to cause or a disability
) within
twelve
months of the change in control
or if
an Executive
resigns for good reason
within twelve
months of the change in control,
in addition to the
benefits outlined in the
foregoing
sentences
,
s
ubject to his execution of a release of claims and continued compliance with the restrictive covenants described below,
the Executive
will be entitled to
COBRA coverage for six months, and all outstanding stock options and restricted
stock awards issued to the Executive
will be treated as vested.
Under the Executive Employment Agreements, i
n the event of termination for cause or due to the Executive’s death or disability,
or if
an Executive
resigns
for any reason, the Company will pay the Executive only his earned but unpaid salary.
Each of the
Executive E
mployment
A
greement
s
contain
s
covenants for the benefit of the Company,
including noncompetition
covenants
during and for
six months
following the term of
the Executive’s
employment, nonsolicitation
covenants
during and for
twelve months
following the term of
the Executive’s
employment
, and protection of
the Company’s
confidential information.
The foregoing is intended only to be a summary of
each of
the
Executive E
mployment
A
greements,
and is qualified in its entirety
by reference to the full text of
each of
the
Brooks Employment Agreement, the
Robertson Employment Agreement, the Dixon Employment Agreement, the Simms Employment Agreement
,
and the Wortham Employment Agreement
,
which
are
filed as Exhibit
10.
1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively,
to this Cu
rrent Report on Form 8-K and
are
incorporated by refere
nce
.