RETIREMENT AND CONSULTING AGREEMENT
THIS RETIREMENT AND CONSULTING AGREEMENT (this “Agreement”), dated as of March 1, 2024 (the “Effective Date”), is made by and between MasterCraft Boat Holdings, Inc., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, the “Company”), and Frederick A. Brightbill (“Executive”).
WHEREAS, Executive is currently serving as the Chief Executive Officer and Chairman of the Board of Directors of the Company;
WHEREAS, the Company and Executive desire to set forth the terms and conditions of Executive’s proposed retirement and succession planning;
WHEREAS, the Company and Executive have mutually agreed that Executive will step down as the Chief Executive Officer of the Company effective as of the CEO Resignation Date (as defined below) and that Executive shall continue to serve as the Chairman of the Board of Directors of the Company until June 30, 2024;
WHEREAS, on the Chairman Retirement Date (as defined below), Executive will retire from the Chairman position, which shall terminate his employment with Company entirely, and to facilitate a smooth and orderly transition in the management of the Company, Executive agrees to make himself available to provide services to the Company as a consultant on the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
RETIREMENT
CONSULTING PERIOD; CONSULTING PERIOD PAYMENTS
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(g) COBRA Continuation Coverage. Executive’s coverage under the Company’s health and welfare plans shall terminate upon the Chairman Retirement Date. If the Executive timely and properly elects Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage under the Company’s health and welfare plans, the Company shall pay the Executive’s COBRA continuation coverage premiums in full through the end of the Consulting Period; providing further, the obligation of the Company to pay such premiums shall terminate prior to the end of the Consulting Period upon Executive becoming eligible for health and welfare benefits from a subsequent employer or otherwise becoming ineligible for COBRA coverage. For purposes of coverage under this provision, Executive must elect the same level of coverage in force immediately prior to the Chairman Retirement Date.
(h) No Other Compensation or Benefits. Executive’s retirement as of the Chairman Retirement Date is intended to be a separation from service under the Company benefit plans. Except as otherwise specifically provided herein or as required by applicable law, Executive shall not be entitled to any compensation or benefits or to participate in any past, present or future employee benefit plans, programs or arrangements of the Company on or after the Chairman Retirement Date. Further, eligibility for payments or benefits under this Section 2.2 shall automatically terminate upon the end of the Consulting Period.
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GENERAL RELEASE
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TAX INFORMATION
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RESTRICTIVE COVENANTS
In consideration of the compensation and benefits described herein and the Company’s commitments hereunder, the Company and Executive agree as follows:
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This Section 5.4 does not in any way restrict or impede Executive from exercising protected rights, including rights under the National Labor Relations Act (“NLRA”) or the federal securities laws, including the Dodd-Frank Act, to the extent that such rights cannot be
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waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
SUCCESSORS
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RESOLUTION OF DISPUTES
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NOTICES
To the Company:
Mastercraft Boat Holdings, Inc.
100 Cherokee Cove Drive
Vonore, TN 37885
Attention: Tim Oxley
Email: tim.oxley@mastercraft.com
To Executive: At Executive’s most recent mailing address in the records of the Company, which presently is:
Fred Brightbill
31177 North 117th Drive
Peoria, AZ 85383
MISCELLANEOUS
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IN WITNESS WHEREOF, the parties have executed this Release as of date(s) set forth below.
EXECUTIVE
/s/ Frederick A. Brightbill
By: Frederick A. Brightbill
Date: March 1, 2024
COMPANY
/s/ Tim Oxley
By: Tim Oxley
Its: Chief Financial Officer
Date: March 1, 2024
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EXHIBIT A
GENERAL RELEASE AND WAIVER OF CLAIMS
THIS GENERAL RELEASE OF CLAIMS (this “Release”) is made and entered into pursuant to the Retirement and Consulting Agreement entered into by and between by and between Mastercraft Boat Holdings, Inc., a Delaware corporation (the “Company”), and Frederick A. Brightbill (“Executive”), dated March 1, 2024 (the “Retirement Agreement”). Any term not otherwise defined herein shall have the meaning ascribed in the Retirement Agreement.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Release as of date(s) set forth below.
EXECUTIVE
/s/ Frederick A. Brightbill
By: Frederick A. Brightbill
Date: March 1, 2024
COMPANY
/s/ Tim Oxley
By: Tim Oxley
Its: Chief Financial Officer
Date: March 1, 2024
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