Severance. Mr. Girard will be covered by the executive severance policy, which provides for severance benefits in the event of an involuntary termination other than for “cause”. In the case of a change in control, severance benefits are also payable upon a termination by Mr. Girard for “good reason”. Upon a triggering separation, Mr. Girard will be eligible to receive a lump sum payment equal to six weeks of eligible pay per year of continuous service, with a minimum of 52 weeks and a maximum of 104 weeks. Eligible pay is defined as base pay, plus the lesser of (i) the average of last two STIP incentive awards paid or (ii) 125% of target STIP incentive award for the year of termination. In addition, there is pro rata vesting of equity awards pursuant to the terms of the award agreements. The severance pay is the same whether the triggering separation occurs in a change in control or non-change in control context. No other enhanced benefits in the form of, for example, subsidized continued health coverage or tax-gross ups, are provided. “Cause,” “good reason” and “change in control” are all defined in the executive severance policy.
Miscellaneous. Mr. Girard will receive an annual allowance of CDN$12,000 to cover perquisites such as club memberships, tax and financial advice. Mr. Girard will be eligible to receive comprehensive annual medical examination and medical concierge services, and will be entitled to five weeks vacation per year. Mr. Girard will be indemnified pursuant to an indemnification agreement to be entered into between the Company and Mr. Girard, the Company’s indemnification policy, charter, by-laws and director and officer liability insurance policies maintained by the Company.
A copy of the press release announcing the commencement of the Offering described in Item 2.02 hereof is filed with this Current Report as Exhibit 99.2.
On January 19, 2021, the Company voluntarily decreased the commitment under its senior secured asset-based revolving credit facility by $50 million, to $450 million.
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Cautionary Statements Regarding Forward-Looking Information
Statements in this Current Report on Form 8-K, including the exhibits hereto, that are not reported final financial results or other historical information of the Company are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to the impact of the novel coronavirus (or, “COVID-19”) pandemic and resulting economic conditions on the Company’s business, results of operations and market price of the Company’s securities, and to the Company’s: efforts and initiatives to reduce costs, increase revenues, and improve profitability; business and operating outlook; future pension obligations; assessment of market conditions; growth strategies and prospects, and the growth potential of the Company and the industry in which the Company operates; liquidity; future cash flows, including as a result of the changes to the Company’s pension funding obligations; estimated capital expenditures; and strategies for achieving the Company’s goals generally. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “see,” “anticipate,” “continue,” “attempt,” “focus on,” “improve,” “challenge,” “positioned,” “maintain,” “strive,” “trend,” “strategy,” “seek,” “evolve,” “vision,” “commit,” “develop,” “project,” “progress,” “build,” “pursue,” “plan,” “grow” and other terms with similar meaning indicating possible future events or potential impact on the Company’s business or its shareholders.
The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs, and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause the Company’s actual future financial condition, results of operations and performance to differ materially from those expressed or implied in this Current Report include, but are not limited to, the impact of: the COVID-19 pandemic and resulting economic conditions; developments in non-print media, and the effectiveness of the Company’s responses to these developments; intense competition in the forest products industry; any inability to offer products certified to globally recognized forestry management and chain of custody standards; any inability to successfully implement the Company’s strategies to increase its earnings power; the possible failure to successfully integrate acquired businesses with the Company’s or to realize the anticipated benefits of acquisitions, such as the Company’s entry into wood manufacturing in the U.S., and tissue production and sales, or divestitures or other strategic transactions or projects, including loss of synergies following business divestitures; uncertainty or changes in political or economic conditions in the U.S.,
