| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 30, 2023, the Company announced that on November 28, 2023 Sara Y. Bosco, the Company’s Senior Vice President, Secretary and Chief Legal Officer, indicated that she would be retiring effective December 31, 2023 (the “Retirement Date”).
In connection with her retirement, on November 28, 2023, the Company and Ms. Bosco entered into a letter agreement (the “Letter Agreement”). Under the Letter Agreement, Ms. Bosco will continue to receive her base salary and certain other benefits through the Retirement Date.
As permitted under the Company’s 2015 Incentive Shares Plan, Ms. Bosco will remain eligible to receive a full payout of any earned awards under the Fiscal 2022 - 2024 and Fiscal 2023 - 2025 Performance Shares Programs, subject to the Company’s achievement of the applicable performance objectives, to be paid at the normal times provided for under the programs.
Ms. Bosco will be eligible to receive distributions from the Company’s nonqualified and qualified pension plans, pursuant to the terms and conditions of and to be paid in the manner and at the times set forth in such plans. She will also be eligible to receive distributions under the Company’s qualified and non-qualified 401(k) and profit-sharing retirement savings plans, as provided under those plans.
Ms. Bosco agrees, among other things: (i) not to compete with, or solicit or hire the employees of, the Company or any of its subsidiaries during a period of four years from the Retirement Date; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm all existing non-compete, invention, non-disclosure and non-solicitation obligations she has to the Company; and (iv) to comply with non-disparagement obligations.
Ms. Bosco will also release and discharge the Company, its affiliates, and its and their respective directors, officers, employees, agents and other parties from any and all claims or liabilities of whatever nature and will remain subject to the Company’s clawback policy.
If Ms. Bosco violates any of her obligations to the Company under the Letter Agreement, she will forfeit all payments to be made or benefits provided under the Letter Agreement and will repay to the Company, as liquidated damages, one-half of the economic value of all benefits provided to her under the Letter Agreement prior to the date of breach.
The above description of the Letter Agreement is qualified in its entirety by reference to a copy of the Letter Agreement attached hereto as Exhibit 10.1.
| Item 7.01. | Regulation FD Disclosures. |
The following information is furnished pursuant to Regulation FD.
On November 30, 2023, the Company also announced that Michael Tang has been named Senior Vice President, Secretary and Chief Legal Officer of the Company, effective January 1, 2024. On November 30, 2023, the Company issued a press release announcing Mr. Tang’s appointment and Ms. Bosco’s retirement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
