Attached files
file | filename |
---|---|
EX-10.1 - Green Brick Partners, Inc. | v179890_ex10-1.htm |
UNITED
STATES
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
Date of
Report (Date of earliest event reported): February 25, 2010
BioFuel
Energy Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
001-33530
|
20-5952523
|
||
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
||
of
Incorporation)
|
Identification
Number)
|
1600
Broadway, Suite 2200
Denver,
CO 80202
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant’s
telephone number, including area code: (303) 640-6500
(Former
Name or Former Address, if Changed Since Last Report.)
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
Please
see the disclosure provided in Item 5.02 below, which is incorporated herein by
reference.
Item
1.02 Termination
of a Material Definitive Agreement
Scott
H. Pearce’s Employment Agreement
On April 28, 2006, BioFuel Energy Corp.
(the “Company”)
entered into an employment agreement with Scott H. Pearce, the Company’s
President and Chief Executive Officer. Pursuant to the agreement, Mr.
Pearce is entitled to a base salary of not less than $300,000 per year,
opportunities for bonus payments and various other benefits.
On February 25, 2010, the Company
provided Mr. Pearce with notice that it would not renew his employment agreement
and, as a result, the agreement will expire on April 26, 2010. The
Company and Mr. Pearce have agreed that his employment will continue, at a base
salary of $350,000, on an “at-will” basis unless and until such time as the
terms of Mr. Pearce’s continued employment are otherwise agreed to in
writing.
Daniel
J. Simon’s Employment Agreement
On April 28, 2006, the Company entered
into an employment agreement with Daniel J. Simon, the Company’s Executive Vice
President and Chief Operating Officer. Pursuant to the agreement, Mr.
Simon is entitled to a base salary of not less than $250,000 per year,
opportunities for bonus payments and various other benefits.
On February 25, 2010, the Company
provided Mr. Simon with notice that it would not renew his employment agreement,
which was set to expire on April 28, 2010. On March 9, 2010, Mr.
Simon entered into written terms of employment superseding his expiring
employment agreement as described below under Item 5.02.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers
(e) On
March 9, 2010, the Company entered into written terms with Mr. Simon (the “Written Terms”),
which supersede his expiring employment agreement described above.
Under the Written Terms, Mr. Simon will
receive an annual base salary of $270,000 per year. Mr. Simon will be
eligible to participate in the Company’s annual bonus program in an amount of up
to 65% of his base salary. The terms and conditions, including the
amount, of the bonus, shall be determined in the sole discretion of the
Company’s board. Mr. Simon will also be eligible to participate in
the Company’s employee stock incentive program, under which the board has
approved a grant of 150,000 stock options to Mr. Simon. Mr. Simon
will also be entitled to receive insurance and additional employee
benefits. In the event Mr. Simon is terminated without cause or for
good reason, Mr. Simon will be entitled to severance equal to twelve (12) months
of his base salary and his health benefits will be continued by the Company, at
the Company’s expense, pursuant to COBRA. As a condition to receiving
such severance payments, Mr. Simon shall execute a general release and enter
into a non-competition agreement with the Company.
2
A copy of the Written Terms are filed
as Exhibit 10.1 to this current report on Form 8-K and are incorporated herein
by reference. The foregoing description of the Written Terms are
qualified in their entirety by reference to the full text of the Written
Terms.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibit
Exhibit
No.
|
Description
|
|
10.1
|
Written
Terms of Employment dated March 9, 2010 between BioFuel Energy Corp. and
Daniel J. Simon
|
3
SIGNATURES
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.
BIOFUEL
ENERGY CORP.
|
||
Date:
April 1, 2010
|
By:
|
/s/
Scott Pearce
|
Name:
|
Scott
Pearce
|
|
Title:
|
President
and Chief Executive Officer
|
4
Exhibit
Index
Exhibit
No.
|
Description
|
|
10.1
|
Written
Terms of Employment dated March 9, 2010 between BioFuel Energy Corp. and
Daniel J. Simon
|
5