after a change in control of the Company either by the Company without “cause” or by Mr. Brindley for “good reason,” provided that Mr. Brindley will only be entitled to these funds in the event Mr. Brindley’s employment is actually terminated in connection with or within two years after a change in control of the Company either by the Company without “cause” or by Mr. Brindley for “good reason.”
Termination in the event of death or disability
The Brindley Employment Agreement provides that in the event Mr. Brindley’s employment is terminated on account of his death or disability, Mr. Brindley or his beneficiary in the case of death will receive the following payments:
| | • | | a prorated portion of the annual bonus payable for the year of such termination, calculated based on actual achievement of applicable performance metrics for the applicable year; and |
| | • | | accelerated vesting of all equity grants subject to only time-based vesting based on continued employment, with the vesting of equity grants with performance vesting only accelerated to the extent provided by the applicable award agreement. |
The Brindley Employment Agreement provides that in the event that the term expires upon the completion of either the initial term or the extended term, Mr. Brindley will be covered under the Company’s severance plan, if any, then in effect and generally applicable to senior executive officers who do not have a written employment agreement with the Company.
Under the Brindley Employment Agreement, Mr. Brindley is subject to certain restrictive covenants, including non-competition and non-solicitation covenants during his employment with the Company and for 12 months after termination of employment.
Mr. Brindley will cease to be covered by the Company’s Executive Severance Plan during the term of the Brindley Employment Agreement.
The summary of the Brindley Employment Agreement set forth above is qualified in its entirety by reference to Exhibit 10.2, which is incorporated herein by reference.
Appointment of Ermelinda Berberi as Principal Accounting Officer
On February 4, 2021, the Company appointed Ermelinda Berberi, the Company’s Senior Vice President, Chief Accounting Officer, to serve as the principal accounting officer of the Company. Wilbur Paes, the Company’s current principal accounting officer, ceased to serve in such capacity upon his promotion to Chief Operating Officer, Chief Financial Officer and Treasurer.
Ermelinda Berberi, age 40, has been the Company’s Senior Vice President, Chief Accounting Officer since April 2017. Before being appointed Senior Vice President, Chief Accounting Officer, Ms. Berberi was Senior Vice President, Finance since April 2016. Prior to joining the Company in 2016, Ms. Berberi spent over 12 years at Deloitte & Touche LLP in various positions, most recently as an audit Senior Manager in the northeast real estate audit practice, where she served some of the firm’s largest publicly traded REITs. Ms. Berberi graduated from Montclair State University with a Bachelor of Arts degree in Accounting and received her Master of Business Administration degree from Rutgers University. She is a Certified Public Accountant, licensed in the State of New Jersey, and a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants.
There are no family relationships between Ms. Berberi and any director or executive officer of the Company, and no transactions involving Ms. Berberi that would require disclosure under Item 404(a) of Regulation S-K.
The Company and Ms. Berberi entered into an indemnification agreement in substantially the same form as the Company has entered into with each of its existing executive officers. The indemnification agreement requires, among other matters, that the Company indemnify and advance expenses to Ms. Berberi to the fullest extent permitted by Maryland law for all expenses and liabilities arising out of any proceeding involving Mr. Berberi by reason of her service as an officer of the Company.
Executive Severance Plan
On February 4, 2021, the Company amended its existing Executive Severance Plan to provide that Gage Johnson, the Company’s Senior Vice President, General Counsel and Secretary, and Ms. Berberi are covered by the plan. Under the plan, in the event a participating officer is terminated by the Company without cause, subject to the officer signing a separation agreement and release with restrictive covenants, including non-competition and non-solicitation covenants for six months after termination of employment, the plan will provide severance benefits in the amount of the sum of the officer’s base salary, most recent cash bonus and an amount equal to the annual premium payable by us for the officer’s health and dental insurance. The summary of the Executive Severance Plan set forth above is qualified in its entirety by reference to Exhibit 10.3, which is incorporated herein by reference.
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