Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 1, 2019, Saker Aviation Services, Inc. (the “Company”) and Ronald J. Ricciardi entered into a new Employment Agreement (the “New Agreement”). Pursuant to the New Agreement, Mr. Ricciardi will continue to serve as the Company’s President and Chief Executive Officer.
Since November 2018, Mr. Ricciardi has served as the Company’s President and Chief Executive Officer and has served as a Director of the Company since 2004. Mr. Ricciardi also served as the Company’s Chairman of the Board from April 2009 to November 2013. Prior to April 2009, and from December 2006 until March 2009, Mr. Ricciardi served as the Company’s Vice Chairman of the Board. Prior to December 2006, Mr. Ricciardi served as the Company’s President and Chief Executive Officer.
Among other things, the New Agreement provides for the following:
(a) A four-year term.
(b) A base salary for Mr. Ricciardi of $200,000 for the first twelve months of the term of the New Agreement, together with subsequent annual base salary increases at the discretion of the Board of Directors.
(c) An annual incentive bonus payable to Mr. Ricciardi in an amount equal to twenty-five percent of the then-applicable base salary. Such incentive bonus shall be earned in the event that the Company meets or exceeds its annual Operating Plan for earnings before interest, taxes, depreciation and amortization.
(d) A Stock Award upon the execution of this New Agreement and additional Stock Awards upon each of the four anniversary dates of this New Agreement. Each of the five Stock Awards shall be the number of shares equal to the issued and outstanding shares of the Company on the date of each issuance multiplied by one half of one percent. The issuance of such Stock Awards are to be administered according to the Company’s Equity Compensation Plan, as approved the Company’s stockholders.
(e) An agreement to pay Mr. Ricciardi severance pay in an amount equal to one year’s base salary, together with pro-rated incentive bonus and six-months benefits continuation in the event that the New Agreement is terminated by the Company without cause.
(f) An agreement to pay Mr. Ricciardi severance pay in an amount equal to one year’s base salary, together with pro-rated incentive bonus, and six-months benefits continuation in the event his employment is terminated following a change of control, within the meaning of the New Agreement.
The New Agreement also contains restrictive covenants and terms and conditions customarily found in similar agreements.
A copy of the New Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1. The above summary of the terms of the New Agreement is qualified in its entirety by reference to the text of the complete new Agreement, which is incorporated into this Item 5.02 by reference.