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Ohio
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0-21026
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31-1364046
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identifıcation
No.)
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39 East Canal Street, Nelsonville,
Ohio
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45764
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(Address of principal executive
offıces)
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(Zip
Code)
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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·
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Each
Executive’s employment is at will, which means that subject to the terms
of his Employment Agreement, either the Company or the Executive may
terminate the Executive’s employment at any time for any reason or for no
reason.
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·
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In
exchange for performing the duties and responsibilities customarily
performed by persons employed in a similar executive capacity, Messrs.
Brooks, Sharp, and McDonald are entitled to a minimum annual base salary
(“Basic Salary”), which may be decreased up to 20%, or increased, subject
to the approval of the Board of Directors of the Company. Each
Executive is also entitled to participate in additional compensation and
employee benefit plans as are made available to similarly situated
executives.
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·
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The
Executives agree to maintain the confidential information of the Company
and to assign all inventions to the Company, and the Executives will not
compete with the Company or solicit the employees of the Company for 12
months following termination of employment for any
reason.
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·
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In
the event of termination of an Executive by the Company for Cause (as
defined in the Employment Agreement), or due to the Executive’s death or
Disability (as defined in the Employment Agreement), or by the Executive
for any reason, the Company will pay the Executive only the earned but
unpaid portion of his Basic Salary through the termination
date.
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·
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In
the event an Executive is terminated by the Company without Cause (as
defined in the Employment Agreement), the Company will pay the Executive
the earned but unpaid portion of his Basic Salary through the termination
date, and will continue to pay his Basic Salary for an additional 12
months; provided, however, any such payments will immediately end if the
Executive is in violation of his obligations under the Employment
Agreement or if the Company learns of any facts that would have been
grounds for termination for Cause, and any such payments will be reduced
by 50% if the Executive becomes employed or
self-employed. Additionally, the Company will pay the Executive
any unearned bonus for a completed bonus period and a pro-rated bonus, if
any, for such bonus that would have been payable had the Executive
remained employed throughout the bonus period, based on the actual
performance of the Company.
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·
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Finally,
in the event the Executive is terminated within 13 months following a
Change in Control other than for Disability or Cause, or the Executive
terminates for Good Reason (or for any reason in the thirteenth month
following a Change in Control for Mr. Brooks) within such period (as each
capitalized term is defined in the Employment Agreement), then the Company
will pay the Executive any earned but unpaid portion of his Basic Salary
and any bonus, incentive compensation or any other benefit to which he is
entitled under the Employment Agreement, plus 3 times for Mr. Brooks, 2
times for Mr. Sharp, and 1.5 times for Mr. McDonald, an amount equal to
20% of the Executive’s Basic Salary and any incentive bonus compensation
during the most recent five taxable years, excluding the value of certain
stock options, restricted stock awards, contributions to qualified plans,
and other fringe benefits or perquisites, and subject to additional
restrictions provided in the Employment
Agreement. Specifically, the total amount paid to the Executive
as a result of termination following a Change in Control may not exceed 1%
for Mr. Brooks, 0.67% for Mr. Sharp, or 0.5% for Mr. McDonald, of the
Aggregate Valuation (as defined in the Employment Agreement) at the time
of a Change in Control. In addition, all of the Executive’s
outstanding stock options and restricted stock awards will become 100%
vested and exercisable, and the Company will maintain for 12 months (or
until the Executive begins new employment, if earlier) all life insurance,
medical, health and accident, and disability plans or programs to which
the Executive is entitled.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated June 12, 2009, between Rocky Brands, Inc. and Mike
Brooks
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10.2
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Employment
Agreement, dated June 12, 2009, between Rocky Brands, Inc. and David
Sharp
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10.3
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Employment
Agreement, dated June 12, 2009, between Rocky Brands, Inc. and James E.
McDonald
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Rocky
Brands, Inc.
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||
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Date:
June 18, 2009
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By:
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/s/
James E. McDonald
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James
E. McDonald, Executive Vice
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President,
Chief Financial Officer, and
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Treasurer
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated June 12, 2009, between Rocky Brands, Inc. and Mike
Brooks
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10.2
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Employment
Agreement, dated June 12, 2009, between Rocky Brands, Inc. and David
Sharp
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10.3
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Employment
Agreement, dated June 12, 2009, between Rocky Brands, Inc. and James E.
McDonald
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