P. O. Box 707, Blakeslee, Pennsylvania 18610-0707
(Address of Principal Executive Offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name and former address, if changed since last report)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 21, 2012, Blue Ridge Real Estate Company and Big Boulder Corporation (together, the Companies) entered into an employment agreement (the Agreement) with Mr. Bruce Beaty, effective January 1, 2013 (the Effective Date), pursuant to which Mr. Beaty serves as President of the Companies. The Agreement expires December 31, 2013 (the Initial Term), unless the Agreement is terminated earlier pursuant to termination provisions of the Agreement (as defined below). Thereafter, the Agreement continues on an at will basis after the expiration of the Initial Term, on the same economic terms as provided during the Initial Term unless the Company and Executive agree otherwise. The Initial Term of the Agreement is hereinafter referred to as the Employment Period. Until the Effective Date, Mr. Beaty will continue to be employed by the Company as President pursuant to the employment agreement, effective as of January 1, 2012, a copy of which was filed with the Companies Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2012.
In accordance with the Agreement, Mr. Beaty will receive a $130,000 base annual salary as compensation for his services and a bonus of not less than $35,000 in a single sum payable (i) on January 2, 2014 provided Mr. Beatys employment is continuous with the Companies through December 31, 2013 or (ii) if Mr. Beaty is involuntarily terminated without Cause (as defined below) or terminates his employment for Good Reason (as defined below) prior to December 31, 2013, on the effective date of such termination. During the Employment Period, Mr. Beaty is also eligible to participate in the Companies 401(k) plan as provided by the Companies to their employees on the same terms and conditions as offered to other employees. The Companies have agreed to reimburse Mr. Beaty for health care costs incurred under his existing personal health insurance policy (family coverage), with such reimbursement to be made on an after-tax basis during the Employment Period.
During the Employment Period, Mr. Beaty will perform such duties and fulfill such assignments as may be assigned by the Board of Directors or its designee and devote a majority of his time, energy, attention and skill to the performance of his duties and to the promotion and advancement of the Companies business and interests. The Agreement provides that Mr. Beaty may perform substantially all of his duties from his residential office in Greenwich, Connecticut, except, where required, to attend meetings elsewhere or as otherwise directed.
Mr. Beatys employment with the Companies may be terminated: (i) by either party at the expiration of the Employment Period unless extended by agreement of the parties upon notice; (ii) by the Companies for Cause; (iii) upon Mr. Beatys death; or (iv) for any other reason provided that three (3) months notice is given prior to the date of termination of employment. If Mr. Beatys employment with the Company is not extended beyond the Employment Period, such termination shall not constitute a termination for any other reason as set forth in the Agreement.
In the Agreement, Cause is defined as: (i) a willful and material breach of any provision of the Agreement and/or the continued failure to perform substantially his employment duties (other than failure resulting from incapacity due to physical or mental illness and excluding failure after reasonable efforts to meet performance expectations) after the Companies provide written notice of such failure constituting cause and such failure continues uncorrected for at least 30 days following the notice; (ii) acts involving dishonesty, disloyalty, fraud or material misrepresentation adversely affecting the Companies or their affiliates; (iii) gross negligence in performance of duties; (iv) conviction of a crime involving the commission of a felony or criminal act; (v) engaging in actions involving willful misconduct that adversely affect the Companies or any of their affiliates; and (vi) failure to follow the lawful instructions of the Board or its designees after written notice thereof.
Mr. Beaty may terminate his employment with the Companies for Good Reason. In the Agreement, Good Reason is defined as the occurrence of any of the following events, if not cured by the Companies within 30 days from receipt of written notice from Mr. Beaty: (i) a diminution or reduction of Mr. Beatys position or authority; (ii) a reduction in Mr. Beatys base salary in effect at that time; or (iii) a requirement to render substantially all of his services other than from his residence location.
The foregoing is only a summary of the Agreement and is qualified in its entirety by the text of the Agreement. You are urged to read the Agreement in its entirety for a more complete description of the terms and conditions of the Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Financial Statements and Exhibits.