Attached files
file | filename |
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EX-10.1 - EX-10.1 - SILVERLEAF RESORTS INC | d71398exv10w1.htm |
EX-10.2 - EX-10.2 - SILVERLEAF RESORTS INC | d71398exv10w2.htm |
EX-10.3 - EX-10.3 - SILVERLEAF RESORTS INC | d71398exv10w3.htm |
EX-10.4 - EX-10.4 - SILVERLEAF RESORTS INC | d71398exv10w4.htm |
EX-10.5 - EX-10.5 - SILVERLEAF RESORTS INC | d71398exv10w5.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2010
Silverleaf Resorts, Inc.
Texas
1-13003 | 75-2259890 | |
(Commission File Number) | (IRS Employer Identification Number) |
1221 River Bend Drive, Suite 120, Dallas, Texas | 75247 | |
(Address of principal executive offices) | (Zip Code) |
214-631-1166
Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 3, 2010, Silverleaf Resorts, Inc. (the Registrant) entered into written extensions
of existing employment agreements (the Employment Agreements) with its Chief Executive Officer
and certain of its Named Executive Officers as defined by Item 402(c) of Regulation S-K. These
officers are Robert E. Mead, Sharon K. Brayfield, David T. OConnor and Thomas J. Morris. As
extended, the Employment Agreements will now terminate on December 31, 2012; except that Mr. Meads
Employment Agreement will expire on December 31, 2010. Each of the extensions is effective as of
January 1, 2010.
On March 3, 2010, the Registrant also entered into an employment agreement with Harry J.
White, Jr., the Registrants Chief Financial Officer. Mr. White will be paid an annual salary of
$325,000 and will receive the standard employee benefits paid by the Registrant to its executive
management team. He will also be eligible to receive such bonuses and other compensation as may be
determined from time to time by the Compensation Committee. The Employment Agreement is effective
as of January 1, 2010.
The terms and conditions of Mr. Whites employment agreement and the extensions of the
employment agreements with the other executive officers were approved by the Compensation Committee
of the Registrants Board of Directors. Each member of the Compensation Committee of the Board of
Directors is deemed to be an independent director under Rule 10A-3 of the Securities Exchange Act
and applicable rules of the NASDAQ Stock Market, LLC.
The Named Executive Officers, their positions with Silverleaf and the base compensation paid
to them under their respective employment agreements are:
Named | Base Annual | |||
Executive Officer | Title | Compensation | ||
Robert E. Mead
|
Chairman of the Board,
Chief Executive Officer and President |
$925,000 | ||
Harry J. White, Jr.
|
Chief Financial Officer | $325,000 | ||
Sharon K. Brayfield
|
President Owner
Based Marketing and Sales Administration |
$475,000 | ||
David T. OConnor
|
Senior Executive Vice
President Sales |
No base salary, compensation structure based on percentage of sales |
||
Thomas J. Morris
|
Executive Vice
President Capital Markets and Strategic Planning |
$325,000 |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Registrants responses to Item 1.01 of this Form 8-K are hereby incorporated by reference
into this Item 5.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | |
*10.1
|
Extension of Amended and Restated Employment Agreement between the Registrant and Robert E. Mead | |
*10.2
|
Employment Agreement between the Registrant and Harry J. White, Jr. | |
*10.3
|
Extension of Amended and Restated Employment Agreement between the Registrant and Sharon K. Brayfield | |
*10.4
|
Extension of Employment Agreement between the Registrant and David T. OConnor | |
*10.5
|
Extension of Amended and Restated Employment Agreement between the Registrant and Thomas J. Morris |
* filed herewith |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: March 5, 2010 | SILVERLEAF RESORTS, INC. |
|||
By: | /S/ HARRY J. WHITE, JR. | |||
Name: | HARRY J. WHITE, JR. | |||
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
*10.1
|
Extension of Amended and Restated Employment Agreement between the Registrant and Robert E. Mead | |
*10.2
|
Employment Agreement between the Registrant and Harry J. White, Jr. | |
*10.3
|
Extension of Amended and Restated Employment Agreement between the Registrant and Sharon K. Brayfield | |
*10.4
|
Extension of Employment Agreement between the Registrant and David T. OConnor | |
*10.5
|
Extension of Amended and Restated Employment Agreement between the Registrant and Thomas J. Morris |
* filed herewith |