| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On July 24, 2023, THOR Industries, Inc. (the “Company”) entered into new employment agreements (the “Agreements” and each, an “Agreement”) with each of Robert W. Martin, President and Chief Executive Officer, Colleen Zuhl, Senior Vice President and Chief Financial Officer, Todd Woelfer, Senior Vice President and Chief Operating Officer, Kenneth D. Julian, Senior Vice President of Administration and Human Resources, and Trevor Q. Gasper, Senior Vice President, General Counsel, and Corporate Secretary.
Each Agreement supersedes and replaces the prior employment agreement the Company had with each listed executive.
Each Agreement has an initial term expiring on July 31, 2024 and shall automatically renew for successive one-year terms thereafter until terminated in accordance with its terms. Pursuant to the Agreements, the executive is entitled to receive compensation and benefits established annually by the Board of Directors, reimbursement of reasonable business expenses, and participation in health insurance, retirement, disability insurance and other benefit programs provided to senior executives of the Company, subject to meeting eligibility requirements.
The Agreements provide for certain non-competition, non-solicitation, non-disparagement, and confidentiality undertakings. If the executive’s employment is terminated by the Company in connection with a nonrenewal or without Cause (as defined in the Agreements), or for reasons other than Cause, death, or disability, or is terminated by the executive for Good Reason (as defined in the Agreements), the executive would generally be entitled to certain severance benefits, including (i) payment of earned, but unpaid, compensation and benefits owing to the executive through and including the termination date, (ii) an amount equal to the total target cash compensation (base salary and target cash incentive compensation) paid to the executive during the prior two fiscal years of the executive’s employment in his or her current position, (iii) payment of COBRA premiums for up to 24 months following termination, and (iv) up to 12 months of outplacement services. To increase likelihood of enforceability under Indiana law, under certain situations where employment is separated other than without cause, the Agreements provide the payment of a modest consulting fee for the duration of the non-compete period. The Agreements also specify treatment of equity awards under relevant termination scenarios.
In the event of a Change in Control (as defined in the Agreements), the executive shall be entitled to (a) the Accrued Benefits (as defined in the Agreements), and (b) each of the severance benefits listed in clauses (i) through (iv) above for a period of two (2) years or twenty-four (24) months, as applicable.
The foregoing summary of the Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Agreements, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the period ended July 31, 2023.
