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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment of
Michel Botbol as Director, Chairman of the Board and Chief Executive Officer. Effective March 8, 2021, the Company’s
Board of Directors (the “Board”) elected Michel Botbol, 61, as a Director, Chairman of the Board, and Chief Executive
Officer of the Company. Prior to joining the company Mr. Botbol served as President of New York at Frosch International Travel,
Inc. Prior to joining Frosch, Mr. Botbol was the President and Head of International at Travel and Transport. Travel and Transport
acquired Ultramar in 2012, where Mr. Botbol had served in various roles, including COO and CFO. Under Mr. Botbol’s leadership,
Ultramar’s revenue increased from under $70 mm to over $800 mm. Prior to Ultramar he held executive positions with the Danone
Group in IT, sales, strategic planning and finance. As CFO and VP of customer service of Danone Waters of North America, Mr.
Botbol grew sales from $250 mm to $800 mm via both organic and strategic M&A and led all merger and integration efforts. Mr.
Botbol received a MS from Ecole Centrale Nantes and an Executive MBA from Insead School of Business. There are no family relationships
between Mr. Botbol and any director or executive officer of the Company, and [Mr. Botbol is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.]
Appointment of
James E. May as General Counsel. On March 8, 2021, the Board appointed Mr. May, 63, as General Counsel of the Company,
a position he held prior to his appointment as Interim CEO of the Company in January 2019. Upon the assumption of his position
as General Counsel, Mr. May resigned as Director and Chief Executive Officer. Mr. May was appointed as Interim Chief Executive
Officer of the Company on January 15, 2019 and as Chief Executive Officer on June 7, 2019. Mr. was appointed to the Board on February
4, 2019. Mr. May previously served as the Chief Administrative Officer of the Company’s predecessor since September 2009,
and as the General Counsel of the Company’s predecessor since May 2009. Mr. May joined the Company in June 2007 as Assistant
General Counsel. Prior to joining the Company, he held the position of Associate General Counsel with Gateway Computers, and Vice
President, Deputy General Counsel with Blockbuster Videos, Inc. Mr. May will continue to provide services under the terms of his
September 2017 employment agreement at an annual salary of $180,000. There are no family relationships between Mr. May and
any director or executive officer of the Company, and Mr. May is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Michel Botbol
Employment Agreement
On March 9, 2021, the
Company entered into an employment agreement (the “Employment Agreement”) with Michel Botbol, its Chief Executive Officer,
for no specific term. The Employment Agreement provides Mr. Botbol with the following compensation and benefits:
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Annual base salary of no less than $200,000, which will increase to $260,000
upon the earlier to occur of the Spin Off (as defined below) or September 1, 2021, subject to periodic review and adjustment by
the Board or the Compensation Committee of the Board;
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Participation in any annual or long-term bonus or incentive
plans maintained by the Company for its senior executives;
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Participation in any stock option, stock ownership,
stock incentive or other equity-based compensation plans maintained by the Company for its senior executives; and
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Participation in all compensation or employee benefit
plans or programs, and all benefits or perquisites, for which any member of the Company’s senior management is eligible
under any existing or future Company plan or program;
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The Employment Agreement
further provides that if the Board determines that Mr. Botbol has engaged in gross negligence or willful misconduct in a manner
that caused or contributed to the need for a material restatement of the Company’s financial results, and if the performance-based
compensation paid under the Employment Agreement would have been lower if based on such restated results, then the Board and the
Company may seek recoupment from Mr. Botbol of any portion of such performance-based compensation deemed appropriate.
Mr. Botbol’s
employment may be terminated by either party at any time. If Mr. Botbol’s employment is terminated (i) other than for cause
or (ii) upon Mr. Botbol’s death, permanent disability, or voluntary resignation, Mr. Botbol will be entitled to receive (i)
any unearned and unpaid base salary and annual incentive compensation that has accrued but is paid as of the date of termination,
(ii) a pro rata portion of any annual incentive compensation that Mr. Botbol would have been entitled to receive and, (iii) a separation
benefit in an amount equal to twenty-six (26) weeks of base salary payable in biweekly installments. If Mr. Botbol’s employment
is terminated other than for cause or due to his voluntary resignation within 18 months of a “change in control” event,
he will be entitled to receive (i) any unearned and unpaid base salary and annual incentive compensation that has accrued but is
paid as of the date of termination, (ii) a separation benefit in an amount equal to one year of base salary payable in lump sum.
Mr. Botbol’s entitlement to receive any separation benefit described in this paragraph is conditioned on Mr. Botbol executing
a general release satisfactory to the Company.
Under the terms of
the Employment Agreement, Mr. Botbol will be subject to certain confidentiality, non-solicitation, and other restrictive covenants
described in the Agreement.
The preceding description
of the Employment Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety
by reference to the Employment Agreement, a copy of which is being filed as Exhibit 10.4 to this Current Report on Form 8-K and
is incorporated herein by reference.