UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 6, 2015
Sprouts Farmers Market, Inc.
(Exact name of
registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-36029 |
|
32-0331600 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
5455 E. High Street, Suite 111
Phoenix, Arizona 85054
(Address of principal
executive offices and zip code)
(480) 814-8016
(Registrants telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Transition of Chief Executive Officer and President
Effective August 6, 2015, J. Douglas Sanders, Chief Executive Officer and President of Sprouts Farmers Market, Inc. (the Company), was
appointed Executive Chairman of the Companys Board of Directors and, in connection with such appointment, Mr. Sanders stepped down from his role as Chief Executive Officer and President. The Companys former Chairman, Andrew Jhawar,
will remain a member of the Board.
In connection with Mr. Sanders appointment as Executive Chairman of the Board, on August 6,
2015, the Company entered into a letter agreement (the Sanders Agreement) with Mr. Sanders that provides for, among other things, continued payment of his current base salary of $560,000 for the remainder of 2015, continued
eligibility to receive his target annual bonus of 100% of base salary for fiscal year 2015 and eligibility to receive certain payments in the event he no longer serves as Executive Chairman. The foregoing description of the Sanders Agreement does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Sanders Agreement, filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Appointment of New Chief Executive Officer and President
Effective upon Mr. Sanders transition from Chief Executive Officer and President to Executive Chairman on August 6, 2015, the
Companys Board of Directors appointed Amin N. Maredia as Chief Executive Officer. Mr. Maredia, age 43, has served as the Companys Chief Financial Officer since July 2011. Prior to joining Sprouts, Mr. Maredia served in key
strategic and finance roles for Burger King Corporation, the second largest fast food hamburger chain in the world, from 2005 to 2010.
In
connection with Mr. Maredias appointment as Chief Executive Officer, the Company entered into an Amended and Restated Employment Agreement (the Maredia Agreement) with Mr. Maredia that provides for, among other things, an
increase in his annual base salary to $600,000, a target annual bonus of 100% of base salary and the grant of options to purchase 1,200,000 shares of the Companys common stock. The term of the Maredia Agreement is three years, subject to
one-year extension periods, and provides for severance payments in the event of termination or a change in control of the Company. The foregoing description of the Maredia Agreement does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Maredia Agreement, filed as Exhibit 10.2 to this report and is incorporated herein by reference.
Also
effective August 6, 2015, the Companys Board of Directors appointed James L. Nielsen as President and Chief Operating Officer. Mr. Nielsen, age 44, has served as the Companys Chief Operating Officer since April 2011. Prior to
joining Sprouts, Mr. Nielsen served as President of Henrys Farmers Markets from 2007 through April 2011.
In connection with
Mr. Nielsens appointment as President and Chief Operating Officer, the Company entered into an Amendment No. 2 to Mr. Nielsens employment agreement (the Nielsen Amendment) that provides for, among other things,
an increase in his annual base salary to $500,000, a target annual bonus of 70% of base salary and the grant of options to purchase 500,000 shares of the Companys common stock. The foregoing description of the Nielsen Amendment does not
purport to be complete and is qualified in its entirety by reference to the complete text of the Nielsen Amendment, filed as Exhibit 10.3 to this report and is incorporated herein by reference.
Appointment of Interim Chief Financial Officer
Effective upon Mr. Maredias appointment as Chief Executive Officer on August 6, 2015, Susannah Livingston, age 47, has been appointed to
serve as the Companys interim Chief Financial Officer and Treasurer.
Ms. Livingston has served as the Companys Vice President of
Investor Relations and Treasury since January 2015, and served as its Vice President of Investor Relations and Communications from April 2013 to December 2014. Prior to Ms. Livingstons employment with the Company, she performed financial
analysis and industry research consulting services for Quinpario Partners. Previously, Ms. Livingston served as Vice President of Investor Relations and Communications for Solutia Inc., a global manufacturer of performance materials and
specialty chemicals, from December 2009 to July 2012 and served in various investor relations, treasury, financial analyst and internal audit positions at Solutia Inc. from 1997 to 2009. Ms. Livingston holds a B.S. in Business Administration
and Finance from the University of Florida.
There is no arrangement or understanding pursuant to which Ms. Livingston was appointed as interim
Chief Financial Officer and Treasurer. There are no related party transactions between the Company and Ms. Livingston that are reportable under Item 404(a) of Regulation S-K, and the terms of Ms. Livingstons employment with the
Company remain unchanged.
On August 6, 2015, the Company issued a press release announcing this leadership succession. A copy of the press
release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. |
Financial Statements and Exhibits. |
|
|
|
Exhibit Number |
|
Description |
|
|
10.1 |
|
Letter Agreement, dated August 6, 2015, by and between Sprouts Farmers Market, Inc. and J. Douglas Sanders |
|
|
10.2 |
|
Amended and Restated Employment Agreement, dated August 6, 2015, by and between Sprouts Farmers Market, Inc. and Amin N. Maredia |
|
|
10.3 |
|
Amendment No. 2, dated August 6, 2015, to the Employment Agreement, dated April 18, 2011 by and between Sprouts Farmers Markets, LLC and Jim Nielsen |
|
|
99.1 |
|
Press release of Sprouts Farmers Market, Inc., dated August 6, 2015, entitled Sprouts Farmers Market Announces Leadership Succession |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
SPROUTS FARMERS MARKET, INC. |
|
|
|
Date: August 10, 2015 |
|
By: |
|
/s/ Brandon F. Lombardi |
|
|
Name: |
|
Brandon F. Lombardi |
|
|
Title: |
|
Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description |
|
|
10.1 |
|
Letter Agreement, dated August 6, 2015, by and between Sprouts Farmers Market, Inc. and J. Douglas Sanders |
|
|
10.2 |
|
Amended and Restated Employment Agreement, dated August 6, 2015, by and between Sprouts Farmers Market, Inc. and Amin N. Maredia |
|
|
10.3 |
|
Amendment No. 2, dated August 6, 2015, to the Employment Agreement, dated April 18, 2011 by and between Sprouts Farmers Markets, LLC and Jim Nielsen |
|
|
99.1 |
|
Press release of Sprouts Farmers Market, Inc., dated August 6, 2015, entitled Sprouts Farmers Market Announces Leadership Succession |
Exhibit 10.1
SPROUTS FARMERS MARKET, INC.
5455 East High
Street, Suite 111
Phoenix, Arizona 85054
August 6, 2015
J. Douglas Sanders
c/o Sprouts Farmers Market, Inc.
5455 East High Street, Suite 111
Phoenix, Arizona 85054
Re: Employment Transition
Dear Doug:
This will confirm our discussions regarding changes to your employment
status with Sprouts Farmers Market, Inc. (the Company). All of these changes will be effective August 6, 2015 (the Effective Date).
|
1. |
Change in Position/Title. On the Effective Date, you agree that you will no longer serve as President and Chief Executive Officer of the Company. The Board of Directors (the Board) has appointed you
as Executive Chairman. As Executive Chairman, you will have the powers and duties as may be assigned to you from time to time by the Board. |
|
a. |
For the remainder of 2015, you will continue to receive fees of $560,000 per annum (the Fees), payable in accordance with the Companys normal payroll practices. In the event you discontinue service as
Executive Chairman for any reason, you will be entitled to receive the Fees for the two-year period thereafter, payable in accordance with the Companys normal payroll procedures. |
|
b. |
For so long as you serve on the Board, and for the two-year period thereafter, the Company will continue to provide health coverage to you and your immediate family under the benefit plans that are made available to
Company employees. |
|
c. |
You remain eligible for a bonus for the 2015 fiscal year in accordance with the terms of the Companys cash bonus program approved by the Compensation Committee of the Board in Februrary 2015; provided that you
continue to serve as Executive Chairman of the Company through December 31, 2015. You shall not be entitled to an annual bonus in respect of any fiscal year after 2015. |
|
d. |
In the event you discontinue service as Executive Chairman for any reason, you will also be entitled to an amount equal to the sum of the actual annual bonus payments you received for each of the 2013 and 2014 fiscal
years, payable in accordance with the Companys normal payroll procedures. |
|
e. |
In the event you discontinue service as Executive Chairman for any reason prior to the end of the 2015 fiscal year, you will also be eligible to receive an
annual bonus for the 2015 fiscal year, pro-rated from the first day of the 2015 fiscal year through |
|
the date on which you ceased to serve as Executive Chairman, payable in accordance with the Companys normal payroll procedures. |
|
f. |
For so long as you remain a member of the Board, your employment will be treated as continuing for purposes of determining vesting, and with respect to stock options, exercisability, of any outstanding equity awards
granted to you prior to the Effective Date. |
|
3. |
Release. You agree that any continued payments or benefits beyond the date that you no longer serve as Executive Chairman will be subject to your execution and non-revocation of a customary release of the Company
and its affiliates, officers, directors, stockholders, employees, agents, insurers, representatives and successors from and against any and all claims that you may have. The Company will present such release within 10 business days following your
cessation as Executive Chairman, and you will have 21 days to consider whether or not to sign it, and, assuming you do, an additional 7 days to revoke it. If the period during which you may consider and revoke the release spans two calendar years,
any payment otherwise payable to you during that period will be made in the later calendar year. |
|
4. |
Employment Agreement. The employment agreement between you and the Company dated April 18, 2011, as amended by Amendment No. 1 dated August 23, 2012 and Amendment No. 2 dated April 29,
2015 (as amended, the Employment Agreement) shall be terminated as of the Effective Date, and you will no longer be deemed an employee or officer of the Company. Except as provided in Paragraph 2(c) above, neither you nor the Company
will have any further obligation under the Employment Agreement following the Effective Date, including but not limited to severance compensation, provided that your obligations under Sections 5, 6.1 and 6.5, and the Companys obligations under
Section 6.1, will continue in force, as will the procedural provisions of Section 6 that relate to such sections, and the provisions of all such sections are hereby incorporated herein. You will, however, be entitled to receive any unpaid
base salary, vested amounts under the Companys 401(k) plan, and reimbursement for unreimbursed business expenses, in each case accrued or incurred in respect of your employment prior to the Effective Date. |
|
5. |
Confidentiality, Work Product and Non-Competition and Non-Solicitation. You hereby reaffirm your agreement to abide by the terms of the Confidentiality, Non-Competition, and Non-Solicitation Agreement dated as of
August 5, 2015. |
|
6. |
Entire Agreement. Upon the Effective Date, this letter supersedes all previous and contemporaneous communications, agreements and understandings between you, on the one hand, and the Company or any of its
affiliates, on the other hand, whether written or oral, including but not limited to the Employment Agreement, and constitutes the sole and entire agreement between you and the Company pertaining to the subject matter hereof. |
|
7. |
Governing Law. This letter will be governed by and construed in accordance with the laws of the State of Arizona, without regard to principles of conflict of laws. |
|
8. |
Counterparts. This letter may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become a binding agreement when one or more counterparts have been
signed by each party and delivered to the other party. |
Sincerely,
|
|
|
SPROUTS FARMERS MARKET, INC. |
|
|
By: |
|
/s/ Steven Townsend |
Name: |
|
Steven Townsend |
Title: |
|
Chairman of the Compensation Committee of the Board of Directors |
|
Agreed to and Accepted by: |
|
/s/ J. Douglas Sanders |
J. Douglas Sanders |
|
Date: August 6, 2015 |
Exhibit 10.2
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement) is entered into as of August 6, 2015 by and between Sprouts
Farmers Market, Inc., a Delaware corporation (the Company), and Amin N. Maredia (the Executive).
WHEREAS, the
Executive is currently employed as the Chief Financial Officer of the Company pursuant to an Employment Agreement dated as of July 15, 2011, as amended by Amendment No. 1 dated April 18, 2013 and Amendment No. 2 dated
April 29, 2015 (as amended, the Original Employment Agreement);
WHEREAS, the Board of Directors has determined to promote
the Executive to the role of Chief Executive Officer, the Executive has determined to accept such promotion, and the parties desire to amend and restate in its entirety the Original Employment Agreement to reflect the Executives new role and
the terms and conditions of employment with respect thereto.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Employment of Executive; Duties.
1.1 Title. During the Employment Period (as defined in Section 2 hereof), the Executives title shall be Chief
Executive Officer of the Company.
1.2 Duties; PTO; Rules/Policies of the Company. The Executive shall have the executive and
managerial powers and duties as may reasonably be assigned to the Executive from time to time by the Board of Directors of the Company (the Board); provided that such duties are commensurate with the reasonable and
customary duties of a Chief Executive Officer of similarly situated companies in the Companys industry. The Executive will perform the Executives duties under this Agreement in a professional and diligent manner. Except for sick leave,
reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote all of the Executives working time, attention, knowledge and skills to the Executives duties and responsibilities under
this Agreement. Executive may participate in charitable, civic and industry trade group activities, provided such activities do not interfere with Executives duties and responsibilities under this Agreement. The Executive will be entitled to
up to 25 days of personal time off with pay (including vacation and sick days) each year of the Employment Period. The Executive shall at all times be subject to, comply with, observe and carry out: (a) the Companys written rules,
regulations, policies and codes of ethics and/or conduct applicable to all its employees generally as reasonably in effect from time to time during the Employment Period; and (b) such written rules, regulations, policies, codes of ethics and/or
conduct, directions and restrictions applicable to all senior executive officers of the Company, which the Board reasonably establishes from time to time during the Employment Period.
2. Term of Employment. This Agreement, and the Executives promotion to Chief Executive Officer, shall become effective on
August 6, 2015, or such other date as may be mutually agreed by the parties (the Effective Date). The term of this Agreement shall be the
time period from the Effective Date through the third anniversary thereof and thereafter to such date as this Agreement is extended (the Term) in accordance with the following
sentence. On the third annual anniversary of the Effective Date, and each anniversary thereafter, the Term shall be extended for one additional year, unless during the 30 day period prior to any such anniversary, the Company or the Executive
notifies the other in writing not to have the Term so extended. The portion of the Term during which the Executive is actually employed by the Company under this Agreement is referred to as the Employment Period.
3. Compensation and General Benefits.
3.1 Base Salary.
(a) During the
Employment Period, the Company agrees to pay to the Executive an annual base salary in an amount equal to $600,000 (such base salary, as may be increased from time to time pursuant to Section 3.1(b), is referred to herein as the
Base Salary). The Base Salary, less amounts required to be withheld under applicable law, shall be payable in equal installments in accordance with the Companys normal payroll practices and procedures in effect from time to
time for the payment of salaries to officers of the Company, but in no event less frequently than monthly.
(b) The Board or the Compensation
Committee established by the Board (the Compensation Committee) shall review the Executives performance on an annual basis and, based on such review, may increase the Base Salary, as the Compensation Committee, acting in its
sole discretion, shall determine to be reasonable and appropriate.
3.2 Bonuses. With respect to each fiscal year of the Company that
ends during the Employment Period, the Executive shall be eligible to receive from the Company an annual performance bonus (the Annual Bonus) based upon the Companys attainment of annual goals established by the Board or the
Compensation Committee. The target Annual Bonus payment in any given fiscal year shall equal 100% of the applicable Base Salary paid for such fiscal year (the Target Annual Bonus). Any Annual Bonus earned shall be payable in a
lump sum in the fiscal year following the year to which it relates as soon as reasonably practicable following the determination thereof, and in accordance with the Companys normal payroll practices and procedures. Except as otherwise
expressly provided below or in Section 4 hereof, any Annual Bonus (or portion thereof) payable under this Section 3.2 shall not be earned and payable unless the Executive is employed by the Company on the last day of the
fiscal year to which such Annual Bonus relates.
3.3 Expenses. In addition to any amounts to which the Executive may be entitled
pursuant to the other provisions of this Section 3 or elsewhere herein, the Executive shall be entitled to receive reimbursement from the Company for all reasonable and necessary expenses incurred by the Executive during the Employment
Period in performing the Executives duties hereunder on behalf of the Company, subject to, and consistent with, the Companys policies for expense payment and reimbursement, in effect from time to time.
3.4 Benefits.
2
(a) During the Employment Period, in addition to any amounts to which the Executive may be entitled
pursuant to the other provisions of this Section 3 or elsewhere herein, the Executive and Executives dependents, to the extent they are eligible, shall be entitled to participate in all medical, dental, life, disability and vision
insurance, 401(k), vacation, and other employee benefit plans, if any, made available by the Company to similarly situated employees, all in accordance with the Companys policies concerning such plans. Executive acknowledges and agrees that
the benefits of such plans may vary with duties, salary, and length of employment, and that any questions concerning eligibility, coverage or duration shall be governed by the terms of the plans or policies. Except as explicitly stated otherwise in
this Agreement, the Company may modify, suspend or discontinue any benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated
executives employed by the Company. The Company will pay 100% of the cost of the medical, dental, life, disability and vision insurance.
(b) The
Company shall timely reimburse the Executive for the premiums paid by the Executive for a life insurance policy of at least $5 million in death benefit and a disability insurance policy that the Executive has in effect from time to time during the
Employment Period (collectively, the Life/Disability Policies). The terms and conditions of, and the benefits payable to the Executive or his estate/beneficiaries under, the Life/Disability Policies during the Employment Period
shall not differ in any material adverse way from the Life/Disability Policies in place as of the Effective Date. The proceeds from the Life/Disability Policies are and shall be the property of the Executive or the Executives estate and/or
beneficiaries, and not the property of the Company. Upon the end of the Employment Period, the Company shall transfer to the Executive all ownership rights in the Life/Disability Policies.
3.5 Executive Stock Option. On August 20, 2015, the Company shall grant the Executive an option to purchase 1,200,000 shares of the
Companys common stock at an exercise price per share equal to the fair market value per share of the Companys common stock on the date of grant. The option shall be granted pursuant to the Companys 2013 Incentive Plan, and
evidenced by the Companys standard form of grant agreement. In addition, the Executive shall be eligible for an annual equity award during the Companys next annual grant cycle in February 2016 at a level commensurate with the
Executives position as Chief Executive Officer of the Company, provided that the aggregate grant date fair value of such award shall be no less than three times Executives Base Salary on the date of this Agreement.
4. Termination.
4.1
General. The employment of the Executive hereunder (and the Employment Period) shall terminate in accordance with the provisions of this Section 4. Except for the additional payments and/or benefits as explicitly stated herein
or in the Incentive Plan or related option documents, upon any termination of employment, the Executive shall be entitled to only: (a) any Base Salary accrued through the date of termination but unpaid; (b) any vested and accrued benefits
to be paid or provided pursuant to the terms of any Company benefit plan; and (c) any reimbursable expenses incurred during the Employment Period in accordance with Section 3.3 that are unpaid.
3
4.2 Death or Disability of the Executive.
(a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the
option of the Company, upon not less than 15 days prior written notice to the Executive or the Executives personal representative or guardian, if the Executive suffers a Total Disability (as defined in
Section 4.2(b) hereof). Upon termination for death or Total Disability, the Company shall pay to the Executive, guardian or personal representative, as the case may be, continued Base Salary at its then current level for the lesser of
(x) six months or (y) until the expiration of the then-remaining Term (as it may then have been extended but without regard to possible future extensions), and a prorated share of the Annual Bonus pursuant to Section 3.2(a)
hereof (based on the Employment Period of actual employment during the fiscal year in which termination occurs) to which the Executive would have been entitled, if any, had the Executive worked the full year during which the termination occurred
(the Prorated Bonus). The continued Base Salary and Prorated Bonus pursuant to this Section 4.2(a) shall be paid in accordance with the Companys normal payroll practices and procedures in the same manner and at
the same time as though the Executive remained employed by the Company.
(b) For purposes of this Agreement, Total Disability
shall mean: (i) if the Executive is subject to a legal decree of incompetency from a court of competent jurisdiction (the date of such decree being deemed the date on which such disability occurred); (ii) that because of a disease, injury
or other physical or mental illness or impairment, the Executive is unable to perform, with reasonable accommodation, the material duties of the Executive required hereby for a period 90 consecutive days, or 120 days within any 12 month period; or
(iii) the insurer of the disability insurance portion of the Life/Disability Policies giving written notice that the Executive has qualified to receive disability insurance payments for the balance of the Term under the Life/Disability
Policies.
4.3 Termination by the Company Without Cause, Resignation by the Executive For Good Reason, or Election by the Company not to
Extend the Term.
(a) The Company may terminate the Executives employment without Cause (as defined in
Section 4.4(a) hereof), and thereby terminate the Executives employment (and the Employment Period) under this Agreement at any time upon written notice to the Executive. The Company may elect not to extend or further extend the
Term pursuant to Section 2 hereof, in which case the Executives employment shall terminate upon expiration of the Term.
(b) The
Executive may resign, and thereby terminate the Executives employment (and the Employment Period), at any time for Good Reason (as defined in Section 4.3(f) hereof), upon not less than 30 days prior written notice
to the Company specifying in reasonable detail the reason therefor. The Company shall have a reasonable opportunity to cure any such Good Reason (to the extent possible) within 15 days after the Companys receipt of such notice. If the Company
is not seeking to cure, the Company shall not be obligated to allow the Executive to continue performing duties for the Company during the 15-day cure period and may, in its sole discretion, accelerate such termination of employment (and the
Employment Period) to any date during the 15-day cure period.
4
(i) The Executive may not terminate employment under this Agreement for Good Reason regarding any of the
Companys acts or omissions of which Executive had actual notice for 90 days or more prior to giving notice of termination for Good Reason, other than as set forth in Section 4.3(f)(iv).
(ii) A determination of whether the Executive legitimately has Good Reason for termination of the Executives employment under this Agreement, and
of whether the Company has effectively cured and thus eliminated the grounds for such Good Reason, shall be made by the Board, within its sole judgment and reasonable discretion. However, the Executive shall be entitled to challenge any such
determination pursuant to the provisions of Section 6.2 hereof.
(c) In the event the Executives employment and the Employment
Period is terminated pursuant to Section 4.3(a) or (b) hereof, then, subject to Section 4.3(e) hereof and the Executives continued compliance with the provisions of Section 5, Section 6.1
and Section 6.4, the following provisions shall apply:
(i) The Company shall continue to pay the Executive the Base Salary in effect
at the end of the Employment Period as if the Executive had remained employed by the Company for twenty-four (24) months (such period referred to herein as the Severance Period). All such Base Salary payments will be made in
the same manner and at the same time as though the Executive remained employed by the Company during the Severance Period.
(ii) The Company shall
pay an amount, payable in equal installments over the Severance Period as and when payments are made pursuant to clause (i) above, to the Executive equal to the sum of the Annual Bonus payments earned by the Executive during the past two fiscal
years.
(iii) The Company shall pay the Executive an amount equal to the Prorated Bonus.
(iv) During the Severance Period, the Company shall reimburse the Executive for his premiums for continued health benefits under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (COBRA). In the event that the Companys payment of COBRA premiums under this Agreement would violate the nondiscrimination rules of the Patient Protection and Affordable Care
Act of 2010, as amended (PPACA) or result in the imposition of penalties under PPACA, the parties agree to reform this provision, to the extent practicable, to comply with PPACA while maintaining the intended economic benefit to
the Executive.
(d) Notwithstanding the foregoing, in the event the Executives employment and the Employment Period is terminated pursuant to
Section 4.3(a) or (b) hereof within twenty-four (24) months following a Change of Control (as defined in Section 4.3(g) hereof), then (x) the provisions of 4.3(c) shall not apply, and (y) subject to
Section 4.3(e) hereof and the Executives continued compliance with the provisions of Section 5, Section 6.1 and Section 6.4, the following provisions shall apply:
5
(i) The Company shall continue to pay the Executive the Base Salary in effect at the end of the Employment
Period as if the Executive had remained employed by the Company for thirty-six (36) months (such period referred to herein as the Change in Control Severance Period). All such Base Salary payments will be made in the same
manner and at the same time as though the Executive remained employed by the Company during the Change in Control Severance Period.
(ii) The
Company shall pay an amount, payable in equal installments over the Change in Control Severance Period as and when payments are made pursuant to clause (i) above, equal to three times the Executives Target Annual Bonus.
(iii) During the Change in Control Severance Period, the Company shall reimburse the Executive for his premiums for continued health benefits COBRA. In
the event that the Companys payment of COBRA premiums under this Agreement would violate the nondiscrimination rules of the PPACA or result in the imposition of penalties under PPACA, the parties agree to reform this provision, to the extent
practicable, to comply with PPACA while maintaining the intended economic benefit to the Executive.
(e) As a condition precedent to the
Executives right to receive the benefits set forth in Sections 4.3(c) or (d) hereof, the Executive agrees to execute, within 50 days following the Executives date of termination (which release shall be delivered to Executive
within 10 days following the date of such termination), a customary release of the Company and its respective Affiliates, officers, directors, stockholders, employees, agents, insurers, representatives and successors from and against any and all
claims that the Executive may have against any person relating to the Executives employment by the Company and the termination thereof and such release must become effective and enforceable in accordance with its terms. Such release shall be
in form and substance reasonably satisfactory to the Company. The payments to the Executive under Sections 4.3(c) or (d) shall be made or shall commence to be made, as the case may be, on the effective date of the release of claims set
forth in this Section 4.3(e), provided that, if termination of Executives employment occurs within 50 days of the end of the calendar year, payment shall be made or shall commence to be made, as the case may be, on the later of
(i) the effective date of the release of claims, or (ii) January 2 of the year following the year in which termination of Executives employment occurs, and provided further that the first payment shall include any amounts that would
otherwise have been made to the Executive between the date of termination and the date of first payment.
(f) For purposes of this Agreement,
Good Reason means the occurrence of any of the following:
(i) the Company changes the Executives title from that of Chief
Executive Officer; provided, however, that a change in the Executives duties or responsibilities in accordance with Section 1.2 without a change in the Executives title as Chief Executive Officer shall not
constitute Good Reason;
(ii) a failure of the Company to comply with any of its material obligations under this Agreement or the
Incentive Plan;
6
(iii) the Company requires the Executive to work (excluding normal travel responsibilities) at any office
or location more than 50 miles from the location of the principal office of the Company in Phoenix, Arizona as of the Effective Date; or
(iv) following a Change of Control, the Executive ceases to be the chief executive officer of a company whose stock is traded on a
nationally recognized securities exchange; provided, however, that resignation pursuant to this clause (iv) shall be treated as on account of Good Reason only if such resignation occurs during
the 30 day period commencing on the date that is six months following the date of the Change of Control.
(g) For purposes of
this Agreement, Change of Control means the occurrence of any of the following:
(i) any event occurs the result of which is
that any person, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), becomes the beneficial owner, as defined in Rules l3d-3 and l3d-5 under the
Exchange Act directly or indirectly, of more than 50% of the voting stock of the Company or any successor company thereto, including, without limitation, through a merger or consolidation or purchase of voting stock of the Company; provided that the
transfer of 100% of the voting stock of the Company to a person that has an ownership structure identical to that of the Company prior to such transfer, such that the Company becomes a wholly owned subsidiary of such person, shall not be treated as
a Change in Control;
(ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the
Board, together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either
directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board then in office;
(iii) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions other than a merger or consolidation, of
all or substantially all of the assets of the Company and its consolidated subsidiaries taken as a whole to any Person or group of related Persons; or
(iv) the adoption of a plan relating to the liquidation or dissolution of the Company.
4.4 Termination by the Company For Cause, Termination by the Executive Other Than For Good Reason, or Election by the Executive Not to Extend the
Term.
(a) The Company may, upon action of the Board, terminate the employment of the Executive (and the Employment Period) at any time for
Cause in accordance with Section 4.4(a); provided, however, the Company may not terminate employment under this Agreement for Cause regarding any of the Executives acts or
7
omissions of which the Company had actual notice for 90 days or more prior to giving notice of termination for Cause.
(i) For purposes of this Agreement, Cause means the occurrence of any one or more of the following events:
(A) a failure by the Executive to comply with any of the Executives material obligations under this Agreement;
(B) the Executives having been convicted of or pleading guilty to (1) a felony or (2) a misdemeanor that causes or is reasonably likely
to cause material harm to the business, financial condition or operating results of the Company or any of its subsidiaries;
(C) theft,
embezzlement or fraud committed by the Executive in connection with the performance of the Executives duties hereunder;
(D) except as
permitted hereby, the Executives engaging in any activity that gives rise to a material conflict with the Company or any of its subsidiaries;
(E) the misappropriation by the Executive of any material business opportunity of the Company or any of its subsidiaries, excluding any activity
permitted hereby;
(F) any material failure to comply with, observe or carry out the rules, regulations, policies, directions, codes of ethics
and/or conduct and restrictions applicable to its employees generally or established or approved by the Board from time to time for senior executive officers of the Company, including (without limitation), in any case, those regarding conflicts of
interest; and
(G) substance abuse or use of illegal drugs that (1) materially impairs the Executives performance of the
Executives duties hereunder or (2) causes or is likely to cause material harm to the business, financial condition or operating results of the Company or any of its subsidiaries.
(ii) Before the Company may terminate the Executive for Cause, the Board shall deliver to the Executive a written notice of the Companys intent
to terminate the Executive for Cause, and the Executive shall have been given a reasonable opportunity to cure any such acts or omissions (if curable) that constitute Cause within 30 days after the Executives receipt of such
notice, and the Executive will have failed to timely cure any such acts or omissions.
(b) The Executive may terminate employment with the Company
and end the Employment Period for any reason other than for Good Reason at any time upon not less than 30 days prior written notice to the Company. The Executive may elect not to extend or further extend the Term pursuant to
Section 2 hereof, in which case the Executives employment shall terminate upon expiration of the Term.
8
4.5 Resignation from Officer Positions. Upon the termination of the Executives
employment for any reason (unless otherwise agreed in writing by the Company and the Executive), the Executive will be deemed to have resigned, without any further action by the Executive, from any and all officer and/or director positions that the
Executive, immediately prior to such termination, (a) held with the Company or any of its subsidiaries and (b) held with any other entities at the direction of, or as a result of the Executives affiliation with, the Company or any of
its subsidiaries. If for any reason this Section 4.5 is deemed to be insufficient to effectuate such resignations, then the Executive will, upon the Companys request, execute any documents or instruments that the Company may deem
necessary or desirable to effectuate such resignations. In addition, the Executive hereby designates the Secretary or any Assistant Secretary of the Company and of any subsidiary to execute any such documents or instruments as the Executives
attorney-in-fact to effectuate such resignations if execution by the Secretary or any Assistant Secretary of the Company or subsidiary is deemed by the Company or the subsidiary to be a more expedient means to effectuate such resignation or
resignations.
4.6 Section 409A of the Code.
(a) If the Executive is a specified employee within the meaning of Section 409A of the Code at the time of termination of employment,
to the extent necessary to comply with Section 409A of the Code, any payment required under this Agreement shall be delayed for a period of six months after termination of employment pursuant to Section 409A of the Code, regardless of the
circumstances giving rise to or the basis for such payment. Payment of such delayed amount shall be paid in a lump sum within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of
the delayed amount, the amounts delayed on account of Section 409A of the Code shall be paid to the personal representative of the Executives estate within 60 days after the date of the Executives death.
(b) For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this
Agreement shall be treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary separation from service of Executive within the meaning of Section 409A of the Code shall be excludible from the
requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts to the maximum possible extent. Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of
expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an
eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another
benefit. In no event may the Executive, directly or indirectly, designate the calendar year of a payment.
9
(c) Notwithstanding anything contained herein to the contrary, in no event shall the Company have any
liability in respect of any adverse tax consequences that the Executive may incur by reason of operation of Section 409A of the Code.
5.
Confidentiality, Work Product and Non-Competition and Non-Solicitation. The Executive reaffirms his agreement to abide by the terms of the Confidentiality, Non-Competition, and Non-Solicitation Agreement dated as of August 5, 2015.
6. Miscellaneous.
6.1
Non-Disparagement. Each of the parties agree that during the Employment Period or at any time thereafter, such party will not make any statements, comments or communications in any form, oral, written or electronic to any Media or any
other Person, which would constitute libel, slander or disparagement of the other party, including, without limitation, any such statements, comments or communications that criticize, ridicule or are derogatory to the Company or the Executive. The
terms of this Section 6.1 shall not apply to communications: (a) between the Executive and the Executives attorneys or other persons with whom communications would be subject to a claim of privilege existing under common law,
statute or rule of procedure; (b) with respect to any legal or arbitral proceedings; or (c) evaluations or comparisons made in the ordinary course of business that are factually accurate. The parties further agree that neither party will
in any way solicit any such statements, comments or communications from others.
6.2 ARBITRATION. SUBJECT TO THE RIGHTS UNDER
SECTION 6.3 HEREOF TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF, BINDING ARBITRATION SHALL BE THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES, WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE, BETWEEN THE PARTIES HERETO
ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE EXECUTIVES EMPLOYMENT BY OR TERMINATION FROM THE COMPANY (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF DAMAGES, OR THE CALCULATION OF ANY BONUS OR OTHER AMOUNT OR BENEFIT DUE) (COLLECTIVELY,
DISPUTES). THE PARTIES EACH WAIVE THE RIGHT TO A JURY TRIAL AND WAIVE THE RIGHT TO ADJUDICATE THEIR DISPUTES UNDER THIS AGREEMENT OUTSIDE THE ARBITRATION FORUM PROVIDED FOR IN THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED IN
THIS SECTION AND OTHERWISE IN THIS AGREEMENT.
(a) Mediation First. In the event either party provides a notice of arbitration of any
Dispute to the other party, the parties shall promptly proceed to make a good-faith effort to settle the Dispute by agreement, in a full-day, non-binding mediation with a mediator selected from a panel of mediators of JAMS. The mediation will be
governed by JAMS mediation procedures in effect at the time of the mediation. The Company shall bear the costs for mediation, including the mediators fees; provided, however, that the parties shall each bear their own individual
attorneys fees and costs for mediation. If for any reason JAMS cannot serve as the mediation administrator, the American Arbitration Association (AAA) shall serve as an alternative mediation administrator under the terms of
this Agreement. The Executive
10
may, but is not required to, be represented by counsel in mediation. Any mediators proposed for the panel provided for in this Section 6.2(a) must be available to serve in the Agreed
Venue.
(b) General Arbitration Procedure. In the event that the parties fail to settle the Dispute at the mediation required by
Section 6.2(a) of this Agreement, the parties agree to submit the Dispute for binding resolution to a single arbitrator selected from a panel of JAMS arbitrators. The arbitration will be governed by the JAMS Comprehensive Arbitration
Rules and Procedures in effect at the time the arbitration is commenced, subject to the terms and modifications of this Agreement. If for any reason JAMS cannot serve as the arbitration administrator or cannot fulfill the panel requirements of the
Arbitration Provision, the AAA shall serve as an alternative arbitration administrator under the terms of this Agreement.
(c) Arbitrator
Selection. To select the arbitrator, the parties shall make their respective strikes from a panel of former judges and magistrates, to the extent available from JAMS (the Panel). Any arbitrators proposed for the Panel provided
for in this Section 6.2(c) must be available to serve in the Agreed Venue. If the parties cannot agree upon an arbitrator from the Panel or if such a panel is not available from JAMS, then the parties will next make their respective
strikes from the panel of all other JAMS arbitrators available to serve in the Agreed Venue.
(d) VENUE. THE PARTIES STIPULATE AND
AGREE THAT THE EXCLUSIVE VENUE OF ANY SUCH ARBITRATION PROCEEDING (AND OF ANY OTHER PROCEEDING, INCLUDING ANY COURT PROCEEDING, UNDER THIS AGREEMENT) SHALL BE PHOENIX, ARIZONA (THE AGREED VENUE).
(e) Authority and Decision. The arbitrator shall have the authority to award the same damages and other relief that a court could award. The
arbitrator shall issue a reasoned award explaining the decision and any damages awarded. The arbitrators decision will be final and binding upon the parties and enforceable by a court of competent jurisdiction. The parties will abide by and
perform any award rendered by the arbitrator. In rendering the award, the arbitrator shall state the reasons therefor, including (without limitation) any computations of actual damages or offsets, if applicable.
(f) Fees and Costs. In the event of arbitration under the terms of this Agreement, the fees charged by JAMS or other arbitration administrator
and the arbitrator shall be borne solely by the Company, regardless of which party prevails. Additionally, the Company will bear all other costs related to the arbitration, assuming such costs are not expenses that the Executive would be required to
bear if he were bringing the action in a court of law, regardless of which party prevails. Otherwise, the parties shall each bear their own costs, expenses and attorneys fees incurred in the arbitration; provided, however, that
the prevailing party shall be entitled to recover and have awarded its attorneys fees, costs, and any other expenses directly related to the arbitration, regardless of which party initiated the arbitration, in addition to any other relief to
which it may be entitled. The Executive may, but is not required to, be represented by counsel in mediation or arbitration.
(g) Limited
Scope. The following are excluded from binding arbitration under this Agreement: claims for workers compensation benefits or unemployment
11
benefits; replevin; and claims for which a binding arbitration agreement is invalid as a matter of law.
6.3 Injunctive Relief. The parties hereto may seek injunctive relief in arbitration; provided, however, that as an exception
to the arbitration agreement set forth in Section 6.2 hereof, the parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request
preliminary or temporary injunctive or other equitable relief regarding the terms of Sections 5 or 6.2 hereof pending final resolution of the matters, including permanent injunctive relief, from the arbitrator. The exclusive venue of
any such proceeding shall be in the Agreed Venue. The parties agree (a) to submit to the jurisdiction of any competent court in the Agreed Venue, (b) to waive any and all defenses either party may have on the grounds of lack of
jurisdiction of such court and (c) that neither party shall be required to post any bond, undertaking or other financial deposit or guarantee in seeking or obtaining such equitable relief. Evidence adduced in any such proceeding for an
injunction may be used in arbitration as well. The existence of this right shall not preclude or otherwise limit the applicability or exercise of any other rights and remedies that a party hereto may have at law or in equity.
6.4 Post-Termination Assistance. During the Restricted Period, the Executive shall cooperate, at the reasonable request of the Company
(a) in the transition of any matter for which the Executive had authority or responsibility during the Employment Period, or (b) with respect to any other matter involving the Company for which the Executive may be of material assistance.
6.5 Entire Agreement; Waiver. This Agreement and the Exhibits hereto contains the entire agreement between the Executive and the
Company with respect to the subject matter hereof, and, as of the Effective Date, supersedes any and all other prior understandings or agreements, whether written or oral, including the offer letter from the Company to the Executive dated
July 1, 2011 and the Original Employment Agreement. No modification or addition hereto or waiver or cancellation of any provision hereof shall be valid except by a writing signed by the party to be charged therewith. No delay on the part of any
party to this Agreement in exercising any right or privilege provided hereunder or by law shall impair, prejudice or constitute a waiver of such right or privilege.
6.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to
principles of conflict of laws.
6.7 Successors and Assigns; Binding Agreement. The rights and obligations of the parties under this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their Affiliates, heirs, personal representatives, successors and permitted assigns. This Agreement is a personal contract, and, except as specifically set forth
herein, the rights and interests of the Executive herein may not be sold, transferred, assigned, pledged or hypothecated by any party without the prior written consent of the others. As used herein, the term successor as it relates to
the Company, shall include, but not be limited to, any successor by way of merger, consolidation or sale of all or substantially all of such Persons assets or equity interests.
12
6.8 Representation by Counsel; Independent Judgment. Each of the parties hereto acknowledges
that (a) it or the Executive has read this Agreement in its entirety and understands all of its terms and conditions, (b) it or the Executive has had the opportunity to consult with any individuals of its or the Executives choice
regarding its or the Executives agreement to the provisions contained herein, including legal counsel of its or the Executives choice, and any decision not to was the Executives or its alone and (c) it or the Executive is
entering into this Agreement of its or the Executives own free will, without coercion from any source, based upon its or the Executives own independent judgment.
6.9 Interpretation. The parties and their respective legal counsel actively participated in the negotiation and drafting of this
Agreement, and in the event of any ambiguity or mistake herein, or any dispute among the parties with respect to the provisions hereto, no provision of this Agreement shall be construed unfavorably against any of the parties on the ground that the
Executive, it, or the Executives or its counsel was the drafter thereof.
6.10 Survival. The provisions of Sections 4,
5 and 6, as applicable, hereof shall survive the termination of this Agreement.
6.11 Notices. All notices and
communications hereunder shall be in writing and shall be deemed properly given and effective when received, if sent by facsimile or e-mail, or by postage prepaid registered or certified U.S. mail, return receipt requested, or by other delivery
service which provides written evidence of delivery, as follows:
If to the Company, to:
Sprouts Farmers Market, Inc.
5455 East High Street,
Suite 111
Phoenix, Arizona 85054
Attention:
Chief Legal Officer
Facsimile: (480) 339-5997
E-mail: brandonlombardi@sprouts.com
with a copy
(which shall not constitute notice) to:
Morgan Lewis & Bockius
101 Park Avenue
New York, NY 10178
Attention: Gary Rothstein, Esq.
Facsimile:
(212) 309-6001
E-mail: grothstein@morganlewis.com
If to the Executive, to the most recent address on file with the Company.
or to such other address as one party may provide in writing to the other party from time to time.
6.12 No Conflicts. The Executive represents and warrants to the Company that his acceptance of employment and the performance of his
duties for the Company will not
13
conflict with or result in a violation or breach of, or constitute a default under any contract, agreement or understanding to which he is or was a party or of which he is aware and that there
are no restrictions, covenants, agreements or limitations on his right or ability to enter into and perform the terms of this Agreement.
6.13
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or e-mailed transmission of any signed
original document or retransmission of any signed facsimile or e-mailed transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original
document.
6.14 Captions. Paragraph headings are for convenience only and shall not be considered a part of this Agreement.
6.15 No Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no entity shall have any right to enforce any
provision of this Agreement, even if indirectly benefited by it.
6.16 Withholding. Any payments provided for hereunder shall be paid
net of any applicable withholding required under Federal, state or local law and any additional withholding to which Executive has agreed in writing.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
14
IN WITNESS WHEREOF, the parties have duly executed this Agreement, intending it as a document under
seal, to be effective for all purposes as of the Effective Date.
|
|
|
THE COMPANY |
|
Sprouts Farmers Market, Inc.,
a Delaware corporation |
|
|
By: |
|
/s/ Steven Townsend |
Name: |
|
Steven Townsend |
Title: |
|
Chairman of the Compensation Committee of the Board of Directors |
|
THE EXECUTIVE |
|
/s/ Amin N. Maredia |
Name: |
|
Amin N. Maredia |
Exhibit 10.3
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 (this
Amendment), dated as of August 6, 2015, is made by and between Sprouts Farmers Market, Inc., a Delaware corporation (the Company), and James Nielsen (the Executive).
WHEREAS, the Company and Executive are parties to an employment agreement dated as of April 18, 2011 (the Employment
Agreement), as amended on March 12, 2014; and
WHEREAS, the parties desire to amend the Employment Agreement as provided
below.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the parties hereby agree as follows, in each
case effective as of August 6, 2015:
1. Amendment to Section 1.1. Section 1.1 shall hereby be amended to read as follows:
During the Employment Period (as defined in Section 2 hereof), the Executives title shall be President and Chief Operating
Officer of the Company.
2. Amendment to Section 1.2. The first sentence of Section 1.2 shall hereby be amended to read as
follows:
The Executive shall have the executive and managerial powers and duties as may reasonably be assigned to the Executive from time to time by
the Board of Directors of the Company (the Board); provided that such duties are commensurate with the reasonable and customary duties of a President and Chief Operating Officer of similarly situated companies in the
Companys industry.
3. Amendment to Section 3.1(a). Section 3.1(a) shall hereby be amended by replacing $325,000
with $500,000.
4. Amendment to Section 3.2. Section 3.2 shall hereby be amended by replacing 60% with 70%.
5. Amendment to Section 3.5. Section 3.5 shall hereby be amended to read as follows:
Executive Stock Option. As soon as practicable after August 6, 2015, the Company shall grant the Executive an option to purchase 500,000
shares of the Companys common stock at an exercise price per share equal to the fair market value per share of the Companys common stock on the date of grant. The option shall be granted pursuant to the Companys 2013 Incentive
Plan, and evidenced by the Companys standard form of grant agreement.
6. Amendment to Section 4.3(e). Clause (i) of Section 4.3(e) shall hereby be amended
by replacing Chief Operating Officer with President and Chief Operating Officer each time it appears therein.
7.
Counterparts. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
8. Ratification. All other provisions of the Employment Agreement remain unchanged and are hereby ratified by the Company and Executive.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the day and year first set forth above.
|
|
|
Company |
|
Sprouts Farmers Market, Inc.,
a Delaware corporation |
|
|
By: |
|
/s/ Steven Townsend |
Name: |
|
Steven Townsend |
Title: |
|
Chairman of the Compensation Committee of the Board of Directors |
|
|
|
|
Executive |
|
|
By: |
|
/s/ James Nielsen |
|
|
James Nielsen |
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
|
|
|
|
|
Investor Contact: |
|
Media Contact: |
|
|
Susannah Livingston |
|
Donna Egan |
|
|
(602) 682-1584 |
|
(602) 682-3152 |
|
|
susannahlivingston@sprouts.com |
|
donnaegan@sprouts.com |
|
|
SPROUTS FARMERS MARKET
ANNOUNCES LEADERSHIP SUCCESSION
Doug
Sanders Appointed Executive Chairman of the Board
Amin Maredia to Succeed Doug Sanders as Chief Executive Officer
Jim Nielsen Appointed President and Chief Operating Officer
PHOENIX, Ariz. (Globe Newswire) August 6, 2015 Sprouts Farmers Market, Inc. (Nasdaq: SFM) today announced that, effective
August 6, 2015, as part of the companys established leadership succession plan, Doug Sanders, the companys current president and chief executive officer and member of the board of directors, has been appointed executive chairman of
the board. Amin Maredia, chief financial officer, will ascend to the position of chief executive officer, and Jim Nielsen, chief operating officer, will assume the position of president and chief operating officer.
On behalf of the board of directors, I would like to congratulate Doug, Amin and Jim on their new roles, said Andrew Jhawar, chairman of the board.
This transition is the result of our boards deliberate succession planning process, and I am pleased that this same team will continue to lead Sprouts into the future. During their respective tenures at Sprouts, both Amin and Jim have
proven they are the right leaders to guide Sprouts, and Dougs appointment to the executive chairman role will allow him to continue to provide strategic direction for the company.
I also want to thank Doug for his outstanding contributions to Sprouts since its founding, continued Jhawar. Doug has helped to lead Sprouts from a
single store in 2002 through our transition into a publicly traded company with over 200 stores in 13 states coast to coast, and I look forward to continuing to work with Doug on our board of directors.
I am truly grateful to have been part of Sprouts from its beginning and thank the board of directors and all 20,000-plus team members, said Sanders. I
strongly believe Sprouts has the team, foundation and strategy in place to achieve long-term success, and I am excited to continue to be part of the strategic direction of Sprouts serving as executive chairman of the board.
I am so honored to succeed Doug as CEO of Sprouts, and I know we will continue to be nimble, innovative and customer-focused to deliver on our mission of
Healthy Living for Less, said Maredia. There has never been a more exciting time for our company as consumers expectations of grocery stores continue to evolve. I look forward to working closely with Doug as executive
chairman, the board of directors, Sprouts exceptional leadership team and its committed team members in growing the brand successfully and profitably in the years ahead.
My appointment as president and chief operating officer of Sprouts is incredibly humbling, said Nielsen. Through innovation and execution, we will
drive operational excellence and focus on growth opportunities to expand our footprint while delivering value to our customers. Our dedicated team members will continue to educate, empower and inspire our customers who want to eat healthier and lead
a better life.
The company also has appointed Susannah Livingston, vice president of investor relations and treasury, as its interim chief financial officer,
until the company completes its search for a new chief financial officer. Livingston has over 25 years of financial, treasury and investor relations experience, including the last two years with Sprouts, serving as its vice president of investor
relations and treasury since January 2015, and vice president of investor relations and communications from April 2013 to December 2014. Her experience includes financial roles with increasing responsibility at Solutia Inc., a global manufacturer of
performance materials and specialty chemicals.
About Sprouts Farmers Market
Sprouts Farmers Market, Inc. is a healthy grocery store offering fresh, natural and organic foods at great prices. We offer a complete shopping experience that includes
fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, baked goods, dairy products, frozen foods, natural body care and household items catering to consumers growing interest in health and wellness.
Headquartered in Phoenix, Arizona, Sprouts employs more than 20,000 team members and operates more than 200 stores in 13 states. For more information, visit www.sprouts.com or @sproutsfm on Twitter.
###
Sprouts Farmers Market (NASDAQ:SFM)
Historical Stock Chart
From Sep 2024 to Oct 2024
Sprouts Farmers Market (NASDAQ:SFM)
Historical Stock Chart
From Oct 2023 to Oct 2024