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| LNCE > SEC Filings for LNCE > Form 8-K on 14-Jan-2013 | All Recent SEC Filings |
14-Jan-2013
Change in Directors or Principal Officers, Financial Statements and Exhibits
Departure of Certain Officers
On January 8, 2013, Snyder's-Lance, Inc. (the "Company") entered into a Transitional Services and Retirement Agreement (the "Retirement Agreement") with David V. Singer, Chief Executive Officer of the Company. The Retirement Agreement provides for Mr. Singer's retirement as Chief Executive Officer of the Company effective immediately following the Company's 2013 annual meeting of stockholders scheduled for May 3, 2013 (the "CEO Resignation Date"). Mr. Singer will not stand for reelection to the Board of Directors at the 2013 annual meeting of stockholders.
During the period from the CEO Resignation Date through February 28, 2014 (the "Transitional Services Period"), Mr. Singer will continue to serve as a full-time employee of the Company in a non-executive, non-officer capacity. During this period, Mr. Singer will assist with the transition of his duties to his successor and provide assistance and consultation to the Board of Directors. Mr. Singer will retire from the Company on February 28, 2014 (the "Retirement Date").
Appointment of Certain Officers
On January 14, 2013, the Board of Directors of the Company announced that it has appointed Carl E. Lee, Jr. to succeed Mr. Singer as Chief Executive Officer of the Company, effective immediately after the Company's 2013 annual meeting of stockholders.
Mr. Lee, age 53, has served as President and Chief Operating Officer of the Company since December 2010. He served as the President and Chief Executive Officer of Snyder's of Hanover, Inc. ("Snyder's") from 2005 until its merger with Lance, Inc. in December 2010. From 2001 to 2005, Mr. Lee worked for First Data Corporation as President and Chief Executive Officer of Wells Fargo Merchant Services. From 1986 until 2001, Mr. Lee served in various officer roles with Frito-Lay and Nabisco. Mr. Lee was as a member of the Board of Directors of Snyder's from 2005 until the merger in December 2010, and has been a director of the Company since December 2010. Mr. Lee has also served on the Board of Directors of Welch's Foods since 2009.
A copy of the Company's press release dated January 14, 2013 is being furnished as Exhibit 99.1 hereto.
Compensatory Arrangements and Amendments
Mr. Singer's Retirement Agreement supersedes and replaces certain provisions of his Executive Employment Agreement, dated May 11, 2005 (as amended, the "Employment Agreement"), with respect to his duties and compensation. Pursuant to the Retirement Agreement, the Company has agreed to pay or provide to Mr. Singer the following through the Retirement Date:
1. Base salary set at the annual rate of (a) $764,750 for the period from December 30, 2012 through the CEO Resignation Date and (b) $466,050 for the period from the CEO Resignation Date through the Retirement Date.
2. A performance-based cash incentive award under the Company's 2013 Annual Performance Incentive Plan in a target amount of 100% of base salary for 2013. The actual amount of the award will be determined by the Compensation Committee in accordance with the terms of the 2013 Annual Performance Incentive Plan, as generally applicable to executive officers of the Company and subject to Mr. Singer's continued employment with the Company through the Retirement Date. No annual cash incentive award will be payable to Mr. Singer for 2014.
4. At the discretion of the Compensation Committee, accelerated vesting as of the Retirement Date of the portion of unvested stock options and restricted stock granted to Mr. Singer under the Company's 2012 Long-Term Incentive Plan. Such acceleration is subject to Mr. Singer's continued employment and the satisfactory performance of his duties through the Retirement Date.
5. During Mr. Singer's continued employment with the Company through the Retirement Date, eligibility to participate in health and welfare benefits; pension, profit sharing and retirement plans; and other company benefits that are generally provided to similarly situated executives. Effective as of December 30, 2012, Mr. Singer will not be entitled to any automobile allowance or perquisites.
The Retirement Agreement also supersedes and replaces the severance provisions of Mr. Singer's Employment Agreement effective as of the CEO Resignation Date. After the CEO Resignation Date, no severance will be payable to Mr. Singer for any termination of employment, except Mr. Singer will be entitled to receive the following if he is terminated by the Company without "Cause" during the Transitional Services Period:
A. All unpaid base salary under the Retirement Agreement from the date of termination through the Retirement Date.
B. An amount equal to his target cash incentive award under the 2013 Annual Performance Incentive Plan.
C. Vesting of awards under the 2013 Long-Term Incentive Plan in accordance with the Special Vesting Provisions (as described above).
D. Accelerated vesting, at the discretion of the Compensation Committee, of any portion of unvested stock options or restricted stock awarded under the 2012 Long-Term Incentive Plan.
Pursuant to the Retirement Agreement, Mr. Singer has agreed to continue to hold a specified number of shares of the Company's common stock following the Retirement Date until December 31, 2015.
Mr. Singer's Employment Agreement includes customary covenants regarding confidentiality of information and competition with the Company. These covenants were not superseded by the Retirement Agreement and will remain in effect in accordance with their terms. Pursuant to the Retirement Agreement, Mr. Singer's Amended and Restated Compensation and Benefits Assurance Agreement, dated as of April 24, 2008, will be terminated and cancelled in its entirety as of the CEO Resignation Date.
(d) Exhibits
Exhibit
No. Exhibit Description
10.1 Transitional Services and Retirement Agreement, dated as of January 8,
2013, between the Company and David V. Singer
99.1 Press Release dated January 14, 2013
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