Item 5. Other Information
ITEM 5. OTHER INFORMATION.
On July 28, 2020, the Company entered into an amended and restated employment agreement (collectively, the “Amended Co-CEO Employment Agreements”) with each of its Co-Chief Executive Officers, Dale Francescon and Robert J. Francescon (the “Co-CEOs”). The Amended Co-CEO Employment Agreements are nearly identical in their terms. The Amended Co-CEO Employment Agreements reflect the following changes:
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Revision of the definition of “Retirement,” which requires 23 years of employment with the Company rather than 20 years;
Eligibility for a full payout of performance-based equity awards upon a death or disability based on actual performance as opposed to a prorated payout;
Eligibility for a prorated annual bonus payout based on actual performance in the event of a termination of the Co-CEO’s employment by the Company without cause or by the Co-CEO for good reason for the year in which such termination occurs; and
Establishment of a new five-year contract term, with one-year evergreen renewal terms thereafter.
The Amended Co-CEO Employment Agreements also contain certain immaterial changes intended to provide additional clarification.
Additionally, on July 28, 2020, the Company entered into an amended and restated employment agreement (the “Amended CFO Employment Agreement”) with its Chief Financial Officer, David Messenger (the “CFO”). The Amended CFO Employment Agreement reflects the following changes:
Eligibility for a full payout of performance-based equity awards in the event of a termination without cause or for good reason in connection with a change in control based on the greater of target or actual performance, as opposed to a prorated payout based on target performance;
Eligibility for a prorated annual bonus payout based on actual performance in the event of a termination of the CFO’s employment by the Company without cause or by the CFO for good reason in connection with a change in control for the year in which such termination occurs;
Eligibility for a prorated payout of performance-based equity awards based on target performance in the event of termination due to death or disability, even if the CFO worked less than 50% of such performance period;
Inclusion of the CFO’s current base salary; and
Establishment of a new three-year contract term, with one-year evergreen renewal terms thereafter.
The foregoing summaries of the Amended Co-CEO Employment Agreements and Amended CFO Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the complete terms of the respective agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
ITEM 6. E XHIBITS.
The following exhibits are either filed herewith or incorporated herein by reference:
Item No.
Description
3.1
Certificate of Incorporation of Century Communities, Inc., as amended (incorporated by reference to Exhibit 3.1 to the initial filing of the Company’s Registration Statement on Form S-1, filed with the SEC on May 5, 2014 (File No. 333-195678))
3.2
Bylaws of Century Communities, Inc. (incorporated by reference to Exhibit 3.2 to the initial filing of the Company’s Registration Statement on Form S-1, filed with the SEC on May 5, 2014 (File No. 333-195678))
3.3
Amendment to the Bylaws of Century Communities, Inc., adopted and effective on April 10, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 11, 2017 (File No. 001-36491))
10.1
Amended and Restated Employment Agreement, effective as of July 28, 2020, between Century Communities, Inc. and Dale Francescon (filed herewith)
10.2
Amended and Restated Employment Agreement, effective as of July 28, 2020, between Century Communities, Inc. and Robert J. Francescon (filed herewith)
10.3
Amended and Restated Employment Agreement, effective as of July 28, 2020, between Century Communities, Inc. and David Messenger (filed herewith)
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22.1
List of Guarantor Subsidiaries (filed herewith)
31.1
Certification of the Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)
31.2
Certification of the Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)
31.3
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)
32.1
Certification of the Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2
Certification of the Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.3
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS
Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF
Inline XBRL Taxonomy Definition Linkbase Document (filed herewith)
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document (filed herewith)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
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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 thereunto duly authorized.
Century Communities, Inc.
Date: July 28, 2020
By:
/s/ Dale Francescon
Dale Francescon
Chairman of the Board and Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date: July 28, 2020
By:
/s/ Robert J. Francescon
Robert J. Francescon
Co-Chief Executive Officer and President
(Co-Principal Executive Officer)
Date: July 28, 2020
By:
/s/ David Messenger
David Messenger
Chief Financial Officer
(Principal Financial Officer)
Date: July 28, 2020
By:
/s/ J. Scott Dixon
J. Scott Dixon
Chief Accounting Officer
(Principal Accounting Officer)
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