Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
Pursuant to the terms of the Agreement and commencing on
If as a result of a change of control (as defined in the Agreement) of the Company, Mr. García-Rodriguez resigns for good reason (as defined in the Agreement) or is terminated without cause, he will be entitled to receive: (i) an amount equal to two times the sum of (a) the highest base annual salary paid by the Company to Mr. García-Rodriguez during the three years preceding the change of control and (b) the average performance bonus paid by the Company to Mr. García-Rodriguez for the preceding three years; and (ii) certain perquisites and fringe benefits (the "Fringe Benefits") for twenty-four months.
If Mr. García-Rodriguez' employment is terminated by the Company without cause,
he will be entitled to receive: (i) a severance payment equal to the greater of
(a) an amount equal to the base annual salary otherwise payable to him until the
expiration of the Agreement and (b) the base annual salary for one year; and
(ii) the continuation of the Fringe Benefits until the expiration of the
Agreement or for a term of one year, whichever is longer. If the Company does
not renew Mr. García-Rodriguez's employment after the expiration of the
Agreement, Mr. García-Rodriguez will be entitled to receive (i) his base annual
salary for one year; and (ii) the Fringe Benefits for one year. In addition,
upon the termination of employment, all of
Mr. García-Rodriguez has agreed to maintain in strictest confidence and not to
use in any way, publish, disclose or authorize anyone else to use in any way,
publish or disclose any confidential information relating in any manner to the
business or affairs of the Company and its affiliates.
The description of the Agreement is qualified in its entirety by reference to the text of the Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference into this Item 5.02.
(e) On
--------------------------------------------------------------------------------
Pursuant to the terms of the Non-Compete Agreement, Mr. García-Rodriguez may not
directly or indirectly Engage (as defined in the Non-Compete Agreement) in any
Similar Business (as defined in the Non-Compete Agreement) services or
activities where the Company is Engaged in Business (as defined in the
Non-Compete Agreement) in
During his Employment, and for twelve months following the termination of his employment for any reason, Mr. García-Rodriguez must, before accepting any employment with any person or entity engaged in a Similar Business, disclose to the Company the identity of such person or entity and provide a full description of the duties involved in such prospective employment.
The description of the Non-Compete Agreement is qualified in its entirety by reference to the text of the Non-Compete Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 - Amended Employment Contract, dated
10.2 - Non-Compete and Non-Solicitation Agreement, dated
--------------------------------------------------------------------------------
© Edgar Online, source