DJ CDTI Advanced Materials Files 8K - Director, Officer or Compensation Filing >CDTI
CDTI Advanced Materials Inc. (CDTI) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on October 12, 2018.
Executive Employment Agreements
Effective October 12, 2018, CDTi Advanced Materials, Inc. entered into employment agreements (each, an "Employment Agreement", and collectively, the "Employment Agreements") with Matthew Beale, our Chief Executive Officer, Peter J. Chase, our Chief Operating Officer, and Tracy A. Kern, our Chief Financial Officer (each, an "Executive"). The Employment Agreements supersede and replace each Executive's existing employment agreement with us.
Pursuant to his Employment Agreement, Mr. Beale will be entitled to receive an annual base salary of $300,000. Additionally, Mr. Beale will be eligible to receive an annual bonus based on our achievement of financial objectives established by our board as well as agreed upon personal business objectives. The annual bonus target will be 70% of base salary.
Pursuant to his Employment Agreement, Mr. Chase will be entitled to receive an annual base salary of $250,000. Additionally, Mr. Chase will be eligible to receive an annual bonus based on our achievement of financial objectives established by our board as well as agreed upon personal business objectives. The annual bonus target will be 50% of base salary.
Pursuant to her Employment Agreement, Ms. Kern will be entitled to receive an annual base salary of $220,000. Additionally, Ms. Kern will be eligible to receive an annual bonus based on our achievement of financial objectives established by our board as well as agreed upon personal business objectives. The annual bonus target will be 50% of base salary.
In the event any Executive's employment is terminated without cause or such Executive resigns for good reason, in exchange for a release of claims, he or she will receive the following severance payments:
six months' base salary, payable in installments in accordance with our regular payroll practices;
continued medical, dental and vision coverage under our group health plan for a period of six months following termination;
the prorated portion (based on the number of full months of employment during the year of termination) of such Executive's annual bonus for the year in which the termination occurs calculated and payable pursuant to the terms of the applicable bonus program in effect as determined by the Board, paid no later than 45 days from the date on which audited financial statements covering such calendar year are filed on Form 10-K; and
if such termination of employment occurs concurrent with or subsequent to a change in control of our company, immediate vesting of all of such Executive's unvested stock options.
If any Executive's employment is terminated due to such Executive's disability, in exchange for a release of claims, he or she will receive the following severance payments:
three months' base salary, payable in installments in accordance with our regular payroll practices;
continued medical, dental and vision coverage under our group health plan for a period of three months following termination; and
the prorated portion (based on the number of full months of employment during the year of termination) of such Executive's annual bonus for the year in which the termination occurs calculated and payable pursuant to the terms of the applicable bonus program in effect as determined by the Board, paid no later than 45 days from the date on which audited financial statements covering such calendar year are filed on Form 10-K.
The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Employment Agreements. A copy of Mr. Beale's Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of Mr. Chase's Employment Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of Ms. Kern's Employment Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Executive Stock Option Grants
On October 12, 2018, the Compensation and Nominating Committee of our board granted to each of Mr. Beale, Mr. Chase, Ms. Kern, and Stephen J. Golden, our Chief Technology Officer, a "Time-Based Option" and a "Performance-Based Option" to purchase shares of our common stock, in each case pursuant to the CDTi Advanced Materials, Inc. 2016 Omnibus Incentive Plan, in the amounts set forth below. Each Time-Based Option shall vest 50% on December 31, 2018 and 50% on December 31, 2019. Each Performance-Based Option shall be earned based on the achievement of certain financial metrics tied to operating income and, once earned, (i) 50% shall vest on the later of (A) September 30, 2019 and (B) the date the options have been earned, and (ii) 50% shall vest on September 30, 2020.
Name
Time-Based Options
Performance-Based Options
Matthew Beale
12,000
22,500
Peter J. Chase
12,000
22,500
Stephen J. Golden
9,000
15,000
Tracy A. Kern
9,000
15,000
The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/949428/000110465918062713/a18-36917_18k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/949428/000110465918062713/0001104659-18-062713-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.
(END) Dow Jones Newswires
October 18, 2018 13:46 ET (17:46 GMT)
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