UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Calavo Growers, Inc. (“Calavo”) and James Gibson, Calavo’s Chief Executive Officer, have entered into an Employment Agreement dated as of June 17, 2020 (the “Employment Agreement”).
The following are the material terms of the Employment Agreement:
| ● | Mr. Gibson will receive an annual base salary of $1,000,000, which is subject to being increased on an annual basis at the discretion of Calavo’s Compensation Committee. |
| ● | With respect to each of Calavo’s fiscal years beginning with the 2020 fiscal year, Mr. Gibson will be eligible to receive a performance bonus pursuant to Calavo’s Management Incentive Plan in accordance with performance targets, thresholds and requirements to be established by Calavo’s Compensation Committee for Calavo’s executive officers. In addition, with respect to each fiscal year, the Compensation Committee may elect to award a discretionary bonus. The annual bonus for fiscal year 2020 shall be based upon the Calavo’s full fiscal year (not prorated). |
| ● | Mr. Gibson will also receive a signing bonus of restricted shares of Calavo common stock having a value of $1,000,000, with such shares to vest in three equal annual installments subject to the requirement that Mr. Gibson must remain in Calavo’s employment at time of vesting. |
| ● | Mr. Gibson will also receive a lump sum payment of up to $200,000 to reimburse him for expenses incurred in connection with his relocation to Ventura County, California. |
The preceding summary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by the complete text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
Exhibits
10.1 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Calavo Growers, Inc. | ||
June 18, 2020 | ||
By: | /s/ Kevin Manion | |
Kevin Manion | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
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