Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) On November 7, 2017, Gemma Power Systems, LLC (Gemma), a wholly-owned subsidiary of Argan, Inc. (the Company), and Daniel L. Martin reached agreement on the terms of his retirement from the position of President of Gemma, effective November 17, 2017. Mr. Martins retirement is not due to a disagreement with the Company (including Gemma) or any of its directors regarding the Companys operations, policies or practices. The Company thanks Mr. Martin for almost eight years of leadership and service during a period of tremendous growth and change.
Because no employment agreement existed previously between Gemma and Mr. Martin, both parties entered into a Separation Agreement (Agreement) on November 7, 2017.
Pursuant to the Agreement, Mr. Martin will receive three payments, in January 2018, 2019, and 2020, respectively, that will total to $630,000 in aggregate, or two-times his base salary. Protection of confidential information and trade secrets as well as a two-year non-competition period are part of the Agreement.
The foregoing summary does not constitute a complete description of the terms of the Agreement, and reference is made to the complete text of the Agreement that will be filed as an exhibit to the Companys next quarterly report on Form 10-Q. The Agreement is incorporated herein by reference.
The Company has appointed Gemmas current CEO and Vice Chairman, William F. Griffin, Jr., as President of Gemma, effective upon Mr. Martins retirement, or November 17, 2017. Mr. Griffin is an existing board member of the Company and no modifications were made to his Amended and Restated Employment Agreement, dated April 13, 2016, as a result of this appointment.
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