4 unchanged sentences
Compensatory Arrangements of Certain Officers” of Form 8-K.
−Removed: On August 1, 2022, the Company entered into an amendment ( “ the Employment Agreement Amendment ” ) to the existing effective employment agreement between the Company and Laurence Winoker.
−Removed: The Employment Agreement Amendment for Laurence Winoker reflects a change in Mr.
−Removed: Winoker's title from Senior Vice President, Finance, Treasurer and Chief Financial Officer to Executive Vice President, Treasurer and Chief Financial Officer, effective August 1, 2022.
−Removed: The information provided in this Item 5.02 is qualified in its entirety by reference to the terms of the Employment Agreement Amendment attached hereto as Exhibits 10.1, each of which is incorporated herein by reference.
+Added: On November 1, 2022, the Company entered into a transition agreement (the “Transition Agreement”) with Jeffrey Siegel, the Company’s Executive Chairman, which amended the terms of the Fourth Amended and Restated Employment Agreement, dated as of June 27, 2019, by and between Mr.
+Added: Siegel and the Company (the “Employment Agreement”), for the primary purpose of extending the term of the Employment Agreement through March 31, 2023 (the “Transition Termination Date”).
+Added: The Transition Agreement becomes effective on January 1, 2023 and shall remain in effect until the Transition Termination Date (the “Transition Period”).
+Added: During the Transition Period, Mr.
+Added: Siegel shall provide business support and advisory services to the Company and shall be entitled to the following compensation:
+Added: (i) a base salary equal to $14,000 per month and (ii) continued entitlement to the reimbursements and retirement and welfare benefits set forth in Section 4(d)(i) and Section 4(e) of the Employment Agreement.
+Added: Siegel’s 2022 bonus shall be determined and paid pursuant to Section 4(b) of the Employment Agreement, provided that Mr.
+Added: Siegel shall not be entitled to any other bonus compensation, including in respect of the services provided during the Transition Period.
+Added: Upon termination of Mr.
+Added: Siegel’s employment on the Transition Termination Date, he will receive severance equal to the sum of $691,667 and the average of the annual bonuses paid to him for 2020, 2021, and 2022.
+Added: The information provided in this Item 5.02 is qualified in its entirety by reference to the terms of the Transition Agreement attached hereto as Exhibit 10.3 and the Employment Agreement referenced hereto as Exhibit 10.4, each of which is incorporated herein by reference.
See the Exhibit Index below, which is incorporated by reference herein.
2 unchanged sentences
Kay, Chief Executive Officer and Director, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31.2 Certification by Laurence Winoker, E xecutive Vice President , Treasurer and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 31.2 Certification by Laurence Winoker, Executive Vice President, Treasurer and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification by Robert B.
1 unchanged sentence
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 10.1 Third Amendment to Amended and Restated Employment Agreement, dated as of August 1, 2022, between the Company and Laurence Winoker
+Added: 10.1 Third Amendment to Amended and Restated Employment Agreement, dated as of August 1, 2022, between the Company and Laurence Winoker (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2022)
+Added: 10.2 Amendment No.
+Added: 2, dated as of August 26, 2022, by and among the Company, the other Loan Parties party thereto (as defined therein), and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 29, 2022)
+Added: 10.3 Transition Agreement, dated as of November 1, 2022, by and among the Company and Jeffrey Siegel.
+Added: 10.4 Fourth Amended and Restated Employment Agreement, dated as of June 27, 2019, between the Company and Jeffrey Siegel (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 28, 2019)
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)
8 unchanged sentences
/s/ Robert B.
−Removed: Kay August 4, 2022
+Added: Kay November 3, 2022
Chief Executive Officer and Director
(Principal Executive Officer)
−Removed: /s/ Laurence Winoker August 4, 2022
+Added: /s/ Laurence Winoker November 3, 2022
Laurence Winoker
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.