Beginning with the 2019 fiscal year and during your employment with the Company, you will be eligible to receive an annual cash incentive compensation opportunity under the Companys annual incentive plan for executive officers as in effect from time to time (the AIP), as may be determined by the Compensation Committee of the Board of Directors of the Company (the Committee). In general, the payment of annual cash incentive compensation under the AIP is based on achieving certain performance goals. In order to receive payment under the AIP, you must be employed by the Company on the date that annual cash incentive compensation is paid. For fiscal year 2018, provided that you commence employment with the Company no later than October 1, 2018, you will be eligible to receive a pro-rata annual cash incentive payment under the Companys annual incentive plan based on the number of days you are employed by the Company during such fiscal year, with the payout determined based on actual performance against the applicable fiscal 2018 performance metrics. There is no guaranteed annual incentive payment under this offer letter.
You will initially be a participant in the Companys Executive and Key Employee Change in Control Severance Plan (the Severance Plan) at the Chief Executive Officer level, as further described in the Severance Plan, subject to such modifications to the timing of payments thereunder as the Company may determine necessary to comply with Section 409A of the Internal Revenue Code (the Code).
During the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (the Protection Period), you will be eligible for severance as provided in Annex 1 hereto.
All other compensation for your service as President and Co-Chief Executive Officer of the Company will be determined by the Committee in accordance with its normal practices.
If you accept a position with the Company, your employment will be subject to this offer letter and the Standard Terms and Conditions set forth in Attachment A. The Company reserves the right to change the terms of the Attachments from time to time in its reasonable discretion.
In addition, you agree as a condition of your employment to be subject to certain restrictions, including an agreement not to compete with the Company for a period following your termination of employment, if employment ends during the Protection Period. The terms of these restrictions are set forth in Attachment B. You also agree that you will be subject to the Companys policies and guidelines, including the stock ownership guidelines, and that your compensation will be subject to the terms of the Companys clawback policy, all as in effect from time to time, to the extent applicable.
To the extent applicable, it is intended that this offer letter comply with or be exempt from the provisions of Section 409A of the Code. This offer letter will be administered in a manner consistent with this intent, and any provision that would cause this offer letter to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code.
By signing below, you acknowledge that you have apprised the Company of any and all contractual obligations that you may have that would conflict with the foregoing terms or that would prevent you from fulfilling your obligations to the Company as contemplated hereby or otherwise limit your activities on behalf of the Company.