Attached files
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EX-10.1 - EX-10.1 - BOULDER BRANDS, INC. | d81670dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 17, 2015
BOULDER BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33595 | 20-2949397 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1600 Pearl Street Suite 300 Boulder, Colorado |
80302 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number including area code: (303) 652-0521
Not Applicable
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
5.02(e)
On August 17, 2015, the Company entered into a Separation and Release Agreement with Terrence J. McIntyre, the Companys former Executive Vice-President/General Manager, Natural Brands, whose service with the Company ended on July 17, 2015. His separation from the Company was previously disclosed in the Companys Current Report on Form 8-K filed on July 8, 2015. The terms of the Separation and Release Agreement provide for a lump sum cash severance payment of approximately $625,000, representing 14 months of base salary and payment of Mr. McIntyres target bonus amount for the current calendar year. Mr. McIntyre will also receive payment for accrued but unused vacation and payment of COBRA continuation coverage premiums for 14 months. These payments and benefits are generally consistent with the terms of the Severance Agreement between the Company and Mr. McIntyre, dated as of September 1, 2012, which has been previously disclosed. In addition, under the Separation and Release Agreement, in respect of the stock options previously granted to Mr. McIntyre, 100% of those options that were vested as of July 17, 2015 will remain exercisable until December 31, 2015, at which time, unless previously exercised, one-half of the number of shares that constitute the vested portion of the options will expire. Any remaining vested portion of the options, after taking into account prior exercises and the forfeiture on December 31, 2015 will remain exercisable until June 30, 2016. Any options that were unvested as of July 17, 2015 have been terminated. The payment of the severance and benefits described above is conditioned on Mr. McIntyres execution and delivery of an irrevocable general release of claims and his compliance with non-competition, non-solicitation and non-disparagement obligations for one year. In addition, Mr. McIntyre agrees to reasonably cooperate and assist the Company, at its request, with any legal proceedings and he will be compensated for the time spent doing so.
The foregoing summary of the Separation and Release Agreement is qualified in its entirety by reference to the text of the Separation and Release Agreement, a copy of which is filed as an exhibit to this report.
Item 9.01. | Financial Statements and Exhibits. |
(d) |
Exhibit.
The following exhibit is being furnished as part of this Current Report on Form 8-K
10.1 | Separation and Release Agreement by and between Terrence J. McIntyre and Boulder Brands, Inc., dated August 17, 2015 |
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.
August 21, 2015 | BOULDER BRANDS, INC. (registrant) | |||||
By: | /s/ Timothy Kraft | |||||
Timothy Kraft | ||||||
Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Separation and Release Agreement by and between Terrence J. McIntyre and Boulder Brands, Inc., dated August 17, 2015. |