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TAST > SEC Filings for TAST > Form 8-K on 7-Jun-2013All Recent SEC Filings

Show all filings for CARROLS RESTAURANT GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CARROLS RESTAURANT GROUP, INC.


7-Jun-2013

Change in Directors or Principal Officers, Financial Statements an


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 3, 2013, Carrols Restaurant Group, Inc. (the "Company"), Carrols Corporation ("Carrols"), a wholly-owned subsidiary of the Company, and Carrols LLC ("Carrols LLC"), a wholly-owned subsidiary of Carrols, entered into a Change of Control and Severance Agreement (the "Agreement") with each of Paul R. Flanders, the Company's Vice President, Chief Financial Officer and Treasurer, William E. Myers, the Company's Vice President, General Counsel and Secretary, Timothy J. LaLonde, the Company's Vice President, Controller, Richard G. Cross, the Company's Vice President, Real Estate and Gerald J. DiGenova, the Company's Vice President, Human Resources. Each Agreement provides that if within one year following a Change of Control (as defined in the Agreement), such employee's employment is terminated by the Company, Carrols or Carrols LLC without Cause (as defined in the Agreement) or by such employee for Good Reason (as defined in the Agreement), then such employee will be entitled to receive (a) a cash lump sum payment in the amount equal to the product of 18 and the employee's monthly base salary at the then current rate, (b) an amount equal to the aggregate bonus payment for the year in which the employee incurs a termination of employment to which the employee would otherwise have been entitled had his employment not terminated under the Company's executive bonus plan then in effect, and
(c) continued coverage under the Company's welfare and benefits plans for such employee and his dependents for a period of up to 18 months. Each Agreement also provides that if prior to a change of control or more than one year after a change of control, such employee's employment is terminated by the Company, Carrols or Carrols LLC without cause or by such employee for good reason, then such employee will be entitled to receive (a) a cash lump sum payment in the amount equal to one year's salary at the then current rate, (b) an amount equal to the pro rata portion of the aggregate bonus payment for the year in which the employee incurs a termination of employment to which the employee would otherwise have been entitled had his employment not terminated under the Company's executive bonus plan then in effect, and (c) continued coverage under the Company's welfare and benefits plans for such employee and his dependents for a period of up to 18 months. The payments and benefits due under each Agreement cannot be reduced by any compensation earned by the employee as a result of employment by another employer or otherwise. The payments are also not subject to any set-off, counterclaim, recoupment, defense or other right that the Company, Carrols or Carrols LLC may have against the employee.

The Change of Control/Severance Agreements, dated as of December 13, 2006, and entered into by each of Mr. Flanders, Mr. LaLonde, Mr. Cross and Mr. DiGenova (the "Prior Agreements") were terminated and are superseded by the Agreement entered into by such executive officers on June 3, 2013 and such Agreements contain substantially the same material terms as the Prior Agreements.

The forms of the Agreement are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference herein.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits
10.1   Form of Change of Control and Severance Agreement (entered into by each of
       Mr. Flanders, Mr. LaLonde, Mr. Cross and Mr. DiGenova)
10.2   Form of Change of Control and Severance Agreement (entered into by Mr.
       Myers)


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