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WMAR > SEC Filings for WMAR > Form 8-K on 5-Sep-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2013, after 26 years with West Marine, Inc. (the "Company"), Bruce Edwards announced his decision to resign his position as Executive Vice President - Stores, Port Supply and eCommerce. Mr. Edwards' decision to pursue other interests followed his eight-week sabbatical from the Company. His last date of employment will be September 20, 2013 (the "Employment Termination Date") and during the approximately two-week period from the date of his decision through the Employment Termination Date, Mr. Edwards will facilitate a transition of his responsibilities to his direct reports until the Company identifies a suitable replacement for Mr. Edwards' position.

In view of Mr. Edwards' long tenure with West Marine, the Company and Mr. Edwards entered into a Separation Agreement dated September 4, 2013 (the "Separation Agreement") providing for, among other things, the following severance benefits:

Mr. Edwards will receive a cash severance payment of $177,408, an amount equal to twenty-four (24) weeks ("Severance Period") of his annual base salary, payable in substantially equal installments over the Severance Period on the Company's regularly-scheduled payroll dates, subject to applicable deductions and withholdings.

The Company generally requires an employee to reimburse the Company for salary paid during a sabbatical, if the employee leaves the Company within one year of the sabbatical. In recognition of his many years of service, the Company will not seek such reimbursement from Mr. Edwards.

Under the terms of the Company's Omnibus Equity Incentive Plan and respective Equity Award Agreements (collectively, the "Award Agreements"): (i) Mr. Edwards will forfeit any stock options and any restricted stock units that have not vested as of the Employment Termination Date; and (ii) he will be entitled to exercise any vested stock options under the Award Agreements during the ninety (90) day period following the Employment Termination Date.

He will continue to receive medical and/or dental insurance coverage at the Company's cost, subject to any portion of the costs required to be contributed by Mr. Edwards, over the Severance Period, until the earlier to occur of the end of the Severance Period or Mr. Edwards is employed with another company (or self-employment).

Mr. Edwards will not receive any annual cash bonus for 2013 or other benefits under the Separation Agreement and his right to an employee discount will cease as of the Employment Termination Date.

The Separation Agreement also provides that Mr. Edwards will be bound by, among other provisions, a full release of all claims related to Mr. Edwards' employment with the Company and the non-solicitation, confidentiality, cooperation and non-disparagement covenants contained in the Separation Agreement.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement filed as an Exhibit to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Separation Agreement, dated as of September 4, 2013, between West Marine, Inc. and Bruce Edwards.

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