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| AGM-A > SEC Filings for AGM-A > Form 8-K on 30-Oct-2012 | All Recent SEC Filings |
30-Oct-2012
Change in Directors or Principal Officers
Departure of Certain Officers
As previously disclosed, effective October 3, 2012, the employment of Michael A.
Gerber as the President and Chief Executive Officer of the Federal Agricultural
Mortgage Corporation ("Farmer Mac") was terminated. The termination of Mr.
Gerber's employment agreement was treated as a termination without cause
pursuant to Section 8(a)(iii) of his Amended and Restated Employment Agreement
dated as of April 1, 2011 (the "Employment Agreement"), which was previously
filed as Exhibit 10.2 to Farmer Mac's Quarterly Report on Form 10-Q filed on
May 10, 2011. The Employment Agreement provides for the payment of severance pay
to Mr. Gerber subject to his execution, without revocation, of a full release of
claims in favor of Farmer Mac.
Effective as of October 26, 2012, Farmer Mac and Mr. Gerber entered into a
separation agreement, waiver and release (the "Separation Agreement"), which
provides for Mr. Gerber to receive severance benefits in accordance with the
Employment Agreement. Pursuant to the Separation Agreement, Farmer Mac and Mr.
Gerber have agreed to the following, among other things:
• Mr. Gerber's employment as Farmer Mac's President and Chief
Executive Officer is terminated effective as of October 3, 2012
and, to the extent that he serves on any boards of directors
and/or serves as an officer of any of Farmer Mac's subsidiaries,
affiliates or related entities, Mr. Gerber resigns from any
boards and offices. In addition, the Employment Agreement is
terminated effective as of October 3, 2012.
• Farmer Mac will pay Mr. Gerber as severance a cash payment of
$2,755,000, less applicable taxes and withholdings. That amount
was calculated in accordance with Section 8(b) (payment of
accrued compensation) and Section 8(d) (severance pay) of the
Employment Agreement for a termination of employment that is
treated as a termination without cause.
• Mr. Gerber fully and unconditionally releases and discharges
Farmer Mac and its former or current agents, shareholders,
directors, officers, members, managers, employees, legal
representatives, attorneys, affiliates, agents, representatives
and other associated or affiliated persons from all claims
arising out of his employment with Farmer Mac, the termination of
his employment with Farmer Mac, the termination of the Employment
Agreement and any other matter.
• Certain of Mr. Gerber's obligations under the Employment
Agreement, such as those relating to non-disparagement, use of
confidential or proprietary information, non-solicitation of
Farmer Mac's employees, and non-competition with Farmer Mac will
survive the termination of the Employment Agreement and,
accordingly, remain in effect.
The foregoing summary of the Separation Agreement does not purport to be
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The $2,755,000 severance payment to Mr. Gerber will be made on or about November 15, 2012 during the fourth quarter of Farmer Mac's fiscal year. The effect of this severance payment on Farmer Mac's fourth quarter results is expected to be a net after-tax expense of approximately $968,000 after taking into account (1) the amount already accrued for Mr. Gerber's 2012 incentive compensation through third quarter 2012 and (2) the reversal of previously recognized expenses for 141,667 unvested stock appreciation rights and 55,000 unvested shares of restricted stock that were forfeited upon the termination of Mr. Gerber's employment. Mr. Gerber has 153,333 vested and exercisable stock appreciation rights that will expire on January 1, 2013 (90 days after the termination of his employment) if not exercised before then. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Separation Agreement, Waiver and Release, effective as of October
26, 2012, by and between the Federal Agricultural Mortgage
Corporation and Michael A. Gerber.
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