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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Section 1 – Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2023, the Compensation Committee of Taylor Devices, Inc. approved an Employment Agreement between Taylor Devices, Inc. and Paul M. Heary, Chief Financial Officer.
By the terms, the Company will continue to employ the Executive for a period of one year after the date of the Agreement. After the initial term, this Agreement will automatically renew each year for one additional year. However, either party may elect not to renew this Agreement for any renewal period by providing ninety days written notice of such election prior to the end of the initial term or renewal period. If this agreement is not renewed by the Executive, no Severance Package shall be paid. If this Agreement is not renewed by the Company, the Executive shall be entitled to the Severance Package. The Severance Package consists of the continuation of the Executive's base salary for a period of 12 months and, if the Executive elects COBRA continuation of health insurance under the applicable Company plan, reimbursement of premiums for up to twelve (12) months.
Under the Agreements, the Company agrees to pay Mr. Heary a base salary of two hundred thirty-one thousand dollars per year, subject to increase at the discretion of the Board. The Executive shall be eligible for an Incentive Compensation Plan based on Company performance as approved by the Board of Directors.
The Company may terminate the employment of the Executive without further obligation to the Executive at any time for Cause, as defined in Section 1.1(e) of the Employment Agreement. The Company may terminate the employment of the Executive without Cause, or for any reason. The Executive may terminate this Agreement and his employment with the Company at any time for Good Reason, as defined in Section 1.1(f) of the Employment Agreement. If, within ninety (90) days after the effective date of the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (or such longer period as the Company, in its discretion, may designate), the Executive executes a waiver and release agreement, in a form satisfactory to the Company, that releases the Company and all Affiliates from any and all claims of any nature whatsoever relating to Executive’s employment (including, without limitation, any and all statutory claims), the Company shall provide the Executive with the Severance Package, paid monthly in accordance with the Company’s normal payroll practices. The Company shall provide the form of waiver and release to Executive within ten (10) days of the effective date of Executive’s termination of employment. The provisions of the Severance Package will constitute full and final satisfaction of all rights and entitlements that the Executive has or may have arising from or related to the termination of his employment, whether pursuant to statute, contract, common law or otherwise.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description
| 10 | Employment Agreement dated as of September 11, 2023 between the Registrant and Paul M. Heary.
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SIGNATURES
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.
TAYLOR DEVICES, INC. | ||
(registrant) | ||
Date: September 11, 2023 |
By: |
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| Timothy J. Sopko, Chief Executive Officer |
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