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CRMB > SEC Filings for CRMB > Form 8-K/A on 16-Apr-2014All Recent SEC Filings

Show all filings for CRUMBS BAKE SHOP, INC.

Form 8-K/A for CRUMBS BAKE SHOP, INC.


16-Apr-2014

Change in Directors or Principal Officers


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

(b) Director Resignation

On April 1, 2014, Leonard A. Potter resigned from the Board of Directors of Crumbs and from the Board of Managers of Holdings. Mr. Potter's notification to the Boards did not indicate that he was resigning due to any disagreement with the Company on any matter relating to its operations, policies or practices.

(d) Election of Directors

On April 1, 2014, at the recommendation of its Nominating and Governance Committee, the Board of Directors of Crumbs elected Mark Liebel and Scott Fischer to serve as directors of Crumbs until the 2014 annual meeting of stockholders and until their successors are duly elected and qualified. Messrs. Liebel and Fischer, who will fill the vacancies created by Mr. Potter's resignation and the previously-announced resignation of Mark A. Klein, were designated for election by the Lender and elected by the Board pursuant to the terms of the Loan Agreement. The Loan Agreement provides that, for so long as either of the Tranche Notes remains outstanding, but subject to the ownership threshold discussed below, the Lender shall have the right, at any time, to designate two director candidates for appointment to the Board of Directors of Crumbs. The foregoing designation right is subject to the satisfaction of any applicable corporate governance standards and other legal requirements of the NASDAQ Capital Market. In addition, the Lender will have the right to exercise such designation right only for so long as it or any of its affiliates (i) is a holder of a Tranche Note and (ii) beneficially owns (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) in excess of 5.0% of the issued and outstanding shares of the Common Stock. The Board of Managers of Holdings contemporaneously appointed Messrs. Liebel and Fischer to serve on that Board.

The Board has appointed Mr. Fischer to its Audit Committee and has appointed Mr. Liebel to its Nominating and Governance Committee.

(e) Entry into a Material Compensatory Plan

On April 1, 2014, the Company and Edward M. Slezak entered into an employment agreement (the "Employment Agreement") governing the terms and conditions of his employment as the Company's Chief Executive Officer and General Counsel. Pursuant to the Employment Agreement, Mr. Slezak is entitled to receive an annual base salary of $300,000; is eligible, dependent upon Company financial performance, to receive an annual target bonus of $300,000; is eligible to participate in the Company's equity compensation plans upon terms to be determined prior to each grant by the Compensation Committee of Crumbs' Board of Directors; and is entitled to participate in the various employee benefit plans customarily made available to Company's officers. The Employment Agreement provides that Mr. Slezak will be entitled to receive cash severance equal to six months' base salary if he is terminated by the Company without "Cause" (as defined in the Employment Agreement"). Mr. Slezak's term of employment is one year, but will automatically renew for successive one-year terms unless a party provides the other party with at least 60 days' written notice prior to the expiration of the then-current term, that Mr. Slezak's employment agreement will not be renewed.

The foregoing discussion is intended only as a summary of the Employment Agreement and is qualified in its entirety by the terms thereof. A copy of the Employment Agreement is filed as Exhibit 10.1 to this report.

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