Employment Agreement – Timothy P. Cofer
Effective
The terms of Mr. Cofer’s employment were reflected in an employment agreement with the Company, effective October 14, 2019,
the Company entered into an Employment Agreement with Timothy P. Cofer. Thiswhich was amended on September 29, 2022. The employment agreement
providesprovided that Mr. Cofer
iswas eligible for an annual bonus, targeted at 100% of base compensation, subject to his and the Company’s performance. Mr. Cofer
iswas also entitled to an annual equity grant valued at $2,300,000 consisting of stock options, restricted stock and/or performance units. In addition, Mr. Cofer
iswas entitled to retention payments of $1,900,000 per year in cash or
vested Company stock
inon each of
2021,October 14, 2022, 2028 and 2029 and bearing interest at 8% per year.
The retention payment due on October 14, 2022 was paid to Mr. Cofer in cash on such date. The retention payments to be paid in 2028 and 2029 were conditioned upon Mr. Cofer’s continuous employment with the Company through October 14, 2023 and October 14, 2024, respectively. As these conditions will not be met, the 2028 and 2029 retention payments will not be made. Mr. Cofer’s employment agreement
has an indeterminate term, unless terminated for his dismissal with cause, death or disability. The Company may terminate Mr. Cofer’s agreement at any time without cause upon 90 days’ written notice. If the Company terminates Mr. Cofer without cause, he will continue to receive his base salary and health insurance benefits for 12 months and will be entitled to continued vesting of previously granted stock options and restricted stock and performance units, subject to the execution of a general release of claims. Under the terms ofalso included a post-employment consulting agreement
pursuant to which Mr. Cofer
willwas to provide consulting services for 48 months upon termination of his employment with the Company.
For these services,The Company and Mr. Cofer mutually agreed to terminate the post-employment consulting agreement, and Mr. Cofer will
not be
entitled to receive 10% of his last base salary for each year duringproviding the
Company consulting
period.services.
Employment Agreement – John Hanson
Effective August 1, 2019, the Company entered into an
Employment Agreementemployment agreement with John Hanson.
ThisThe employment agreement provides that Mr. Hanson is eligible for an annual bonus, targeted at 50% of base compensation, subject to his and the Company’s performance. The agreement has an indeterminate term, unless terminated for his dismissal with cause, death or disability. The Company may terminate Mr. Hanson’s agreement at any time without cause upon 30 days’ written notice. If the Company terminates Mr. Hanson without cause, he will continue to receive his base salary and health insurance benefits for nine months and will be entitled to continued vesting of previously granted stock options and restricted stock, subject to the execution of a general release of claims. At its option, the Company may pay Mr. Hanson 30 days’ additional salary and benefits in lieu of giving 30 days’ notice. Under the terms of a post-employment consulting agreement, Mr. Hanson will provide consulting services for two years (or until December 31, 2024, whichever is later) upon termination of his employment with the Company. For these services, Mr. Hanson will be entitled to receive 10% of his last base salary for each year during the consulting period.
Employment Agreement – John D. Walker
On April 1, 2014, the Company entered into an
Employment Agreementemployment agreement with John D. Walker. This employment agreement provides that Mr. Walker is eligible for an annual bonus, subject to his and the Company’s performance. The agreement has an indeterminate term, unless terminated for his dismissal with cause, death or disability. The Company may terminate Mr.
Walker’Walker’s agreement at any time without cause. If the Company terminates Mr. Walker without cause, he will continue to receive his base salary
and health insurance benefits for nine months, subject to the execution of a general release of claims.
32
Employment Agreement – Joyce M. McCarthy
On February 16, 2022, the Company entered into an employment agreement with Joyce M. McCarthy. This employment agreement provides that Ms. McCarthy is eligible for an annual bonus, subject to her and the Company’s performance. The agreement has an indeterminate term, and may be terminated by the Company, with or without cause, at any time. If the Company terminates Ms. McCarthy without cause, she will continue to receive her base salary and health insurance benefits for six months.
OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-ENDThe following table shows all outstanding equity awards held by the named executive officers at the end of fiscal
2022,2023, which ended on September
24, 2022.30, 2023. All awards are for Class A Common Stock.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | | Stock Awards | |
Name | | Number of Shares Underlying Unexercised Options Exercisable | | | Number of Shares Underlying Unexercised Options Unexercisable | | | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | | | Option Exercise Price (1)($/Sh) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units of Stock That Have Not Vested (2)($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(2) | |
Timothy P. Cofer | | | 75,653 | | | | 75,654(4) | | | | — | | | | 26.70 | | | | 10/14/25 | | | | — | | | | — | | | | — | | | | — | |
| | | 151,684 | | | | 151,684(5) | | | | — | | | | 28.50 | | | | 2/10/26 | | | | — | | | | — | | | | — | | | | — | |
| | | 25,000 | | | | 75,000(6) | | | | | | | | 44.02 | | | | 2/9/27 | | | | — | | | | — | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 19,593(7) | | | | 695,747 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 38,415(8) | | | | 1,364,117 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 38,415 | | | | 1,364,117 | |
| | | | | | | | | |
Nicholas Lahanas | | | 12,240 | | | | — | | | | — | | | | 30.94 | | | | 1/20/23 | | | | — | | | | — | | | | — | | | | — | |
| | | 14,450 | | | | — | | | | — | | | | 36.70 | | | | 1/19/24 | | | | — | | | | — | | | | — | | | | — | |
| | | 16,713 | | | | 5,572(9) | | | | — | | | | 27.20 | | | | 2/13/25 | | | | — | | | | — | | | | — | | | | — | |
| | | 10,526 | | | | 10,527(5) | | | | — | | | | 28.50 | | | | 2/10/26 | | | | — | | | | — | | | | — | | | | — | |
| | | 1,703 | | | | 5,112(6) | | | | — | | | | 44.02 | | | | 2/9/27 | | | | — | | | | — | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 17,464(10) | | | | 620,147 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 70,175(11) | | | | 2,491,914 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,704(12) | | | | 60,509 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,001(13) | | | | 106,566 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,001 | | | | 106,566 | |
| | | | | | | | | |
John Hanson | | | — | | | | 7,023(14) | | | | — | | | | 21.37 | | | | 8/4/25 | | | | — | | | | — | | | | — | | | | — | |
| | | — | | | | 10,527(5) | | | | — | | | | 28.50 | | | | 2/10/26 | | | | — | | | | — | | | | — | | | | — | |
| | | 1,703 | | | | 5,112(6) | | | | — | | | | 44.02 | | | | 2/9/27 | | | | — | | | | — | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,040(15) | | | | 498,560 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 21,060(16) | | | | 747,841 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,704(12) | | | | 60,509 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,001(13) | | | | 106,566 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,001 | | | | 106,566 | |
| | | | | | | | | |
John D. Walker | | | 16,713 | | | | 5,572(9) | | | | — | | | | 27.20 | | | | 2/13/25 | | | | — | | | | — | | | | — | | | | — | |
| | | 10,526 | | | | 10,527(5) | | | | — | | | | 28.50 | | | | 2/10/26 | | | | — | | | | — | | | | — | | | | — | |
| | | 1,703 | | | | 5,112(6) | | | | — | | | | 44.02 | | | | 2/9/27 | | | | — | | | | — | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,100(10) | | | | 465,181 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 70,175(11) | | | | 2,491,914 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,704(12) | | | | 60,509 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,001(13) | | | | 106,566 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,001 | | | | 106,566 | |
| | | | | | | | | |
William E. Brown | | | 51,177 | | | | 51,177(17) | | | | — | | | | 38.97 | | | | 8/11/26 | | | | — | | | | — | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,725(18) | | | | 96,765 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,353(19) | | | | 261,105 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,526(20) | | | | 373,778 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,087(21) | | | | 322,679 | | | | — | | | | — | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,805(22) | | | | 383,686 | | | | — | | | | — | |
Timothy P. Cofer | | | 113,480 | | | 37,827(4) | | | — | | | 26.70 | | | 10/14/25 | | | — | | | — | | | — | | | — |
| 227,526 | | | 75,842 (5) | | | — | | | 28.50 | | | 2/10/26 | | | — | | | — | | | — | | | — |
| 50,000 | | | 50,000(6) | | | — | | | 44.02 | | | 2/9/27 | | | — | | | — | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 13,062 (7) | | | 523,656 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 38,415(8) | | | 1,540,057 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 38,415(9) | | | 1,540,057 |
| — | | | 40,000(10) | | | — | | | 46.75 | | | 2/6/33 | | | — | | | — | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 28,290(11) | | | 1,134,146 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 28,290(12) | | | 1,134,146 |
Nicholas Lahanas | | | 18,285 | | | — | | | — | | | 27.20 | | | 2/13/25 | | | — | | | — | | | — | | | — |
| 15,789 | | | 5,264(5) | | | — | | | 28.50 | | | 2/10/26 | | | — | | | — | | | — | | | — |
| 3,407 | | | 3,408 (6) | | | — | | | 44.02 | | | 2/9/27 | | | — | | | — | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 8,732 (13) | | | 350,066 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 52,632 (14) | | | 2,110,017 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 1,136 (7) | | | 45,542 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 3,001(8) | | | 120,310 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,001(9) | | | 120,310 |
| — | | | — | | | — | | | — | | | — | | | 3,075(11) | | | 123,277 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,075(12) | | | 123,277 |
John Hanson | | | — | | | 5,264(5) | | | — | | | 28.50 | | | 2/10/26 | | | — | | | — | | | — | | | — |
| 3,407 | | | 3,408(6) | | | — | | | 44.02 | | | 2/9/27 | | | — | | | — | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 7,020(15) | | | 281,432 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 14,040(16) | | | 562,864 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 1,136(7) | | | 45,542 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 3,001(8) | | | 120,310 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,001(9) | | | 120,310 |
| — | | | — | | | — | | | ��� | | | — | | | 3,075(11) | | | 123,277 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,075(12) | | | 123,277 |
Joyce M. McCarthy | | | — | | | — | | | — | | | — | | | — | | | 4,805(17) | | | 192,632 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 2,460(11) | | | 98,621 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,460(12) | | | 98,621 |
John D. Walker | | | 22,285 | | | — | | | — | | | 27.20 | | | 2/13/25 | | | — | | | — | | | — | | | — |
| 15,789 | | | 5,264 (5) | | | — | | | 28.50 | | | 2/10/26 | | | — | | | — | | | — | | | — |
| 3,407 | | | 3,408 (6) | | | — | | | 44.02 | | | 2/9/27 | | | — | | | — | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 6,550(13) | | | 262,590 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 52,632(14) | | | 2,110,017 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 1,136(7) | | | 45,542 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | 3,001(8) | | | 120,310 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,001(9) | | | 120,310 |
| — | | | — | | | — | | | — | | | — | | | 3,075(11) | | | 123,277 | | | — | | | — |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,075(12) | | | 123,277 |
(1)
| All options were granted at the closing market price on the date of grant. grant except for the award of 40,000 premium-priced stock options to Mr. Cofer in February 2023. |
35
(2)
| Market value was calculated based on the closing price of $35.51$40.09 per share for the Class A Common Stock on September 23, 2022,29, 2023, the last trading day in fiscal 2022. 2023. |
(3)
| The PSU award vestsawards vest based on the achievement of certain performance goals over a four-year performance period. The number of PSUs in this column is based on the target level of achievement. The actual number of PSUs earned may vary from the target number and will be determined at the end of the four-year performance period. The vesting percentage for the PSUs ranges from 50% to 200% of target. The number of shares issuable pursuant to the PSUs may be increased or decreased by up to 25% based on a relative total shareholder return multiplier.
|
(4)
| The unexercisable portion of this option grant vests in increments of 50% upon each ofwas scheduled to vest on October 14, 2022 and 2023. |
(5)
| The unexercisable portion of this option grant vests in increments of 50% upon each of February 10, 2023 and 2024.
|
(6) | The unexercisable portion of this option grant vests in increments of one-third upon each of February 9, 2023, 2024 and 2025.
|
(7) | This restricted stock award vests in increments of one-third on each of February 9, 2023, 2024 and 2025.
|
(8) | This restricted stock award vests in increments of 50% upon each of February 9, 2024 and 2025.
|
(9) | The unexercisable portion of this option grant vests on February 13, 2023. 10, 2024. |
(10)(6)
| The restricted stock award vests in increments of 50% upon each of December 4, 2022 and 2023.
|
(11) | The restricted stock vests in increments of 25% upon each of February 10, 2023, 2024, 2025 and 2026.
|
(12) | The restricted stock vests in increments of one-third upon each of February 9, 2023, 2024 and 2025.
|
(13) | The restricted stock vests in increments of 50% upon each of February 9, 2024 and 2025.
|
(14) | The unexercisable portion of this option grant vests on August 4, 2023.
|
(15) | The restricted stock vests in increments of 50% on each of August 4, 2023 and 2024.
|
(16) | The restricted stock vests in increments of one-third on each of October 1, 2022, 2023 and 2024.
|
(17) | The unexercisable portion of this option grant vests in increments of 50% on each of August 11,February 9, 2024 and 2025. |
(7)
| This restricted stock award vests in increments of 50% on each of February 9, 2024 and 2025. |