Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Kelly Williams was appointed President & Chief Operating Officer of Mobile Mini, Inc. (the “Company”) on October 17, 2018. On January 15, 2019, the Company entered into an amended and restated employment agreement with Mr. Williams to document this appointment. A copy of the employment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr. Williams already had an employment agreement so below is an overview of the material changes from his prior agreement:
| | • | | Title changed to President & Chief Operating Officer |
| | • | | Base salary increased to $558,000 |
| | • | | Annual equity grant for 2019 increased to 150% of Employee’s base salary |
Below is a fuller description of the amended and restated agreement.
This employment agreement provides for Mr. Williams’ continued employment and appointment as President & Chief Operating Officer for a term commencing on October 17, 2018 and expiring on December 31, 2019. Notwithstanding its fixed term, the employment agreement automatically renews for successiveone-year periods beginning on December 31, 2019 and on each December 31st thereafter, unless the Company or Mr. Williams gives90-day prior written notice of an intention to terminate employment on the last day of the then-current employment period.
Under the employment agreement, Mr. Williams will be paid a base annual salary of $558,000. The base salary will be reviewed annually. Mr. Williams is eligible for an incentive bonus equal to 75% of his base salary, subject to the terms and conditions of the Company’s incentive bonus plan and as the Compensation Committee of the Board of Directors may determine. Mr. Williams is eligible for all equity-based employee benefit plans maintained by the Company, including, but not limited to, the Company’s 2006 Equity Incentive Plan, as amended. Subject to the discretion of the Compensation Committee and the Company’s and Mr. Williams’s performance during relevant periods, it is anticipated that his annual level of participation in the Company’s 2006 Equity Incentive Plan, as amended, will be 150% of his base salary. He will also receive certain other benefits, including participation in all employee benefit plans, vacation and sick leave.
The Company may terminate the employment agreement for Cause (as defined in the employment agreement), including upon (i) commission of an act of fraud or intentional misrepresentation or an act of embezzlement, misappropriation or conversion of assets or opportunities of the Company, (ii) material dishonesty or willful misconduct in the performance of duties, (iii) willful violation of any law, rule or regulation in connection with the performance of duties, or (iv) material breach of the employment agreement by Mr. Williams. The Company may also terminate the employment agreement upon Mr. Williams’s disability or by written notice.
Mr. Williams may terminate the employment agreement for Good Reason (as defined in the employment agreement), including upon (i) assignment to Mr. Williams of material duties that are materially inconsistent with those originally contemplated by the employment agreement, (ii) a reduction in base salary (excluding “across the board” reductions for all senior executives), (iii) any material breach of the employment agreement by the Company, (iv) purported termination for Cause by the Company where such Cause does not exist, or (v) in the case of assignment of the employment agreement by the Company, failure of the Company to obtain from such assign an agreement to assume and agree to perform under the employment agreement. Either party may terminate the employment agreement by giving prior verbal or written notice to the other.
The employment agreement may terminate upon a Change in Control (as defined in the employment agreement) of the Company, including (i) an acquisition by any person of more than 35% of the voting shares of the Company, (ii) a change in more than 1/3 of the members of the Board of Directors of the Company, or (iii) the consummation of a merger, consolidation, reorganization, liquidation or dissolution, or sale of all or substantially all of the assets of the Company.
