Randall S. Dearth Letter Agreement dated June 27, 2019
EX-10.1 2 a2019q210-qexhibit101.htm EXHIBIT 10.1 Exhibit
EXHIBIT 10.1
Compensation Terms Randall S. Dearth
Appointment as Chief Executive Officer and member of the Board of Directors
Effective as of August 1, 2019 your role and compensation will change.
Element | Current | Effective August 1st |
Role | President and Chief Operating Officer | Chief Executive Officer |
Base Salary | $690,000 | $775,000 |
Target Bonus* | 85% | 100% |
Long Term Incentive Award ** | $1,300,000 | $2,000,000 |
Pro-Rata Promotion Award *** | N/A | $300,000 |
*Bonus at end of year would be prorated for time at new target bonus level (58.33% at 85% to August 1 then 41.66% at 100%) based on the same pro-ration of salary
**Long-term incentive award shown to be granted during normal annual grant in February 2020 under the award mix and terms and conditions set forth by the Compensation Committee for those awards
***Pro-rata Promotion Award will be granted effective August 1 in the same mix (50% PBU, 25% RSU and 25% SO by fair market value of awards) and terms and conditions as the February 2019 awards as set forth by the Compensation Committee
I understand and agree the changes as described above.
Signed
/s/ RANDALL S. DEARTH | /s/ GERALD G. COLLELA |
President and Chief Executive Officer | Chairman of the Compensation Committee |
Date: June 27, 2019 | Date: June 27, 2019 |
