Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 8, 2009, Lower Lakes Towing Ltd. (“Lower Lakes”), an indirect subsidiary of Rand Logistics, Inc. (the “Company”), entered into an employment agreement (the “Employment Agreement”) with Scott Bravener, pursuant to which Mr. Bravener will continue to serve as Lower Lakes’ President and Chief Executive Officer through March 31, 2014 (the “End Date”). In accordance with the terms of the Employment Agreement, Mr. Bravener will be paid (i) a signing bonus of CDN $328,000, portions of which are recoverable by Lower Lakes in certain circumstances, (ii) a base salary in the amount of CDN $206,813 for the fiscal year ending March 31, 2010 and CDN $250,000 in each fiscal year thereafter, subject to certain adjustments, and (iii) certain performance-based bonuses. The Employment Agreement entitled Mr. Bravener to (i) participate in all of Lower Lakes’ benefit programs, including its registered retirement savings plan, (ii) lease an automobile at a maximum monthly cost of not more than CDN $950, plus expenses related to the business use of such automobile, and (iii) reimbursement of reasonable out-of-pocket expense incurred in the course of his employment.
In the event Mr. Bravener’s employment is terminated (i) by Lower Lakes without cause (as such term is defined in the Employment Agreement) prior to the End Date, (ii) following the End Date if Lower Lakes decides not to renew the Employment Agreement or (iii) as a result of Mr. Bravener’s “disability” (as such term is defined in the Employment Agreement) or death, Mr. Bravener will be entitled to (a) any accrued but unpaid base salary and performance bonus as the of the date of such termination, (b) payment of the base salary in effect at the time of termination for a period of twenty-four months and (c) continuation of all benefit programs, including the registered retirement savings plan, for a period of twenty-four months.
In the event Mr. Bravener’s employment is terminated by Lower Lakes following a “change of control” (as such term is defined in the Employment Agreement) or by Mr. Bravener for “good reason” (as such term is defined in the Employment Agreement), Mr. Bravener will be entitled to (i) any accrued but unpaid base salary and performance bonus as the of the date of such termination, (ii) payment of the base salary in effect at the time of termination for a period of twenty-four months, (iii) continuation of all benefit programs, including the registered retirement savings plan, for a period of twenty-four months and (iv) a special bonus equal to 30% of Mr. Bravener’s base salary as of the date of such termination.
During the course of his employment and for twenty-four months after the termination thereof, Mr. Bravener may not be employed by or an advisor to any competitor to Lower Lakes or its affiliates, or otherwise engage in a competitive business in the U.S. or Canada and may not directly or indirectly solicit any customer, employee or service provider away from Lower Lakes or its affiliates.
Within 30 days of the execution of the Employment Agreement, the Company will award Mr. Bravener 39,660 shares (the “Restricted Shares”) of the Company’s common stock, par value $.0001 per share, pursuant to a Restricted Share Award Agreement (the “Award Agreement”). Pursuant to the Award Agreement, 20% of the Restricted Shares will vest on each of March 31, 2010, March 31, 2011, March 31, 2012, March 31, 2013 and March 31, 2014, provided that Mr. Bravener is employed by the Company or one of its subsidiaries on such dates.
If Mr. Bravener’s employment is terminated for "cause" (as such term is defined in the Award Agreement), Mr. Bravener terminates his employment without "good reason" (as such term is defined in the Award Agreement) or Mr. Bravener terminates his employment for good reason but without sixty days notice, any Restricted Shares not vested prior to the date of any such termination shall immediately be canceled, with any rights or interests in and with respect to such Restricted Shares forfeited. The Company may, at its sole discretion, determine, prior to or within ninety days after the date of any such termination, that all or a portion of such unvested Restricted Shares shall not be so canceled and forfeited.
If the recipient's employment is terminated for any reason other than those set forth in the previous paragraph or as a result of Mr. Bravener's death or permanent disability, 100% of the Restricted Shares awarded pursuant to the Award Agreement shall become fully vested as of the date of such termination.
In the event of a "change of control" of the Company (as such term is defined in the Award Agreement), all restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the date of such change of control.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
