| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously announced, on August 20, 2018 (the “Separation Date”), the Company appointed Robert J. Marshall, Jr. as the Chief Financial Officer and Treasurer of the Company and its subsidiaries, succeeding John W. Crowley in those roles. In connection with his termination of employment, Mr. Crowley entered into a separation agreement, effective September 21, 2018, with LMI (the “Separation Agreement”).
Pursuant to the Separation Agreement, subject to his satisfaction of certain obligations, Mr. Crowley will receive (i) a cash severance payment of $656,550, representing his annual base salary, target annual bonus and the portion of his cash long-term incentive plan award that had been achieved, (ii) reimbursement for COBRA premiums and up to $25,000 of outplacement benefits for up to twelve months following the Crowley Separation Date, and (iii) accelerated vesting of 40,838 unvested shares of restricted stock of the Company, subject to transfer restrictions through the original vesting dates of such awards or an earlier change in control, in addition to any amounts required by law or the terms of LMI’s policies and benefit plans. The Separation Agreement includes a confirmation of the restrictive covenants to which Mr. Crowley is currently subject, including confidentiality,non-competition,non-solicitation,no-hire, and invention assignment covenants, and a release of claims in favor of LMI, its affiliates and certain other persons. In addition, pursuant to the Separation Agreement, Mr. Crowley has agreed to provide consulting services to LMI on anas-requested basis through September 28, 2018 and he will be compensated during such time at the same rate as his salary in effect immediately prior to the Separation Date.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to a future filing by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
