ADSW Advanced Disposal Services Inc

Item 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(c)            On November 9, 2018, the Company and Ms. Westerman entered into an employment agreement (the “Employment Agreement”).  The following description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

 

Pursuant to the terms of the Employment Agreement, Ms. Westerman will serve as the Company's Vice President, Chief Accounting Officer & Assistant Treasurer.  The Employment Agreement has a three-year initial term that will be automatically extended for successive one-year periods thereafter unless one of the parties provides the other with written notice of non-renewal at least 60 days prior to the end of the applicable term.

 

The Employment Agreement provides for annual base salary ($230,000) and participation in the Company’s performance based bonus program (with a target of up to 60% of annual base salary).  In addition, Ms. Westerman is entitled to participate in the Company’s equity compensation plan and in Company benefits programs consistent with her position at the Company.

 

Severance benefits are payable to Ms. Westerman in connection with her termination without “cause” or her resignation for “good reason” (as each term is defined in the Employment Agreement, which, with respect to good reason, includes certain material changes to her location, duties, authority, compensation and benefits) or termination in connection with or within two years following a change of control.  Severance will be payable in an amount equal to:  (i) two times her annual base salary then in effect, payable in 24 equal monthly installments; (ii) a pro-rata portion of her bonus for the year in which termination occurs as earned through the termination date; (iii) two times her bonus (calculated pursuant to the Employment Agreement), payable in 24 equal monthly installments; and (iv) 24 months of her monthly cost of COBRA coverage.

 

Ms. Westerman is subject to certain non-competition, non-solicitation and employee non-interference covenants during employment and for two years following termination of employment for any reason, as well as perpetual confidentiality covenants.  Ms. Westerman’s severance benefits are subject to the execution and non-revocation of a general release.  She is also entitled to certain severance benefits upon a termination due to death or incapacitation.