Item 5. Other Information
Item 5. OTHER INFORMATION
On November 3, 2021, Citizens, Inc. entered into an Executive Change in Leadership Agreement (the “Agreement”) with its Chief Financial Officer, Jeffery P. Conklin, and each of the following executive officers: Sheryl Kinlaw, Robert M. Mauldin III and Harvey J. L. Waite (each, an “Executive” and collectively, the “Executives”). The Compensation Committee of the Board of Directors of the Company determined that the Agreement would, among other things, help retain key leadership as the Company continues its search for and ultimately transitions to a new chief executive officer. Capitalized terms used in this Part II, Item 5 but not defined herein shall have the meaning ascribed to them in the Agreement.
The Agreement provides that if within a year of the date of the Agreement: (i) either (a) Gerald W. Shields, the interim President and Chief Executive Officer, is replaced by a new chief executive officer (a “Change in Leadership”), or (b) there is a Change of Control, and (ii) the Executive is terminated without Cause or the Executive terminates employment with the Company for Good Reason within one year of the Change in Leadership or Change of Control, as applicable, the Executive shall be entitled to a termination payment as follows:
1. reimbursement of six (6) months of COBRA continuation payments under the Company’s group health plan at cost of normal employee rate provided that Executive elects COBRA continuation coverage; and
2. six (6) months of Executive’s then-base monthly compensation; and
3. payment of a bonus to Executive equal to Executive’s target bonus for the year in which Executive is terminated, multiplied by a fraction, the numerator of which is the number of days in the year
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CITIZENS, INC.
Executive has been employed by the Company and the denominator of which is 365, plus, if executive is terminated before a bonus is paid for a prior fiscal year (e.g., terminated in January of a calendar year), Executive shall receive 100% of Executive’s target bonus for such other prior year if such bonus has not already been paid to Executive as of the date of termination; and
4. the immediate vesting of any outstanding stock grants from the Company to the Executive.
The Termination Payment shall be made to the Executive in a lump sum within 30 days of termination of employment provided Executive signs a release of claims in a form acceptable to the Company on the last day of Executive’s employment with the Company.
The above summary of the Agreement is qualified by reference in its entity to the Agreement, which is attached hereto as Exhibit 10.2 , and incorporated herein by reference.
Item 6. EXHIBITS
Exhibit
Number
The following exhibits are filed herewith:
3.1
Restated and Amended Articles of Incorporation dated March 4, 2004 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 15, 2004)
3.2
Amended and Restated Bylaws dated February 6, 2021 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on February 9, 2021)
10.1*†
Amendment to Gerald Shields consulting agreement*†
10.2*†
Form of Executive Change in Leadership Agreement entered into by and between the Company and each of the following: Jeffery P. Conklin, Sheryl Kinlaw, Robert M. Mauldin III and Harvey J. L. Waite*†
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
101* Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q*
104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set*
* Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
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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.
CITIZENS, INC.
By: /s/ Gerald W. Shields
Gerald W. Shields
Interim Chief Executive Officer & President
By: /s/ Jeffery P. Conklin
Jeffery P. Conklin
Vice President, Chief Financial Officer & Treasurer
Date: November 4, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.