MGP Ingredients Inc.
04/26/2024 | Press release | Distributed by Public on 04/26/2024 14:15
Management Change/Compensation - Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2024, Curtis C. Landherr, the Chief Legal Officer, Vice President, and Corporate Secretary and a named executive officer of MGP Ingredients, Inc. (the "Company") notified the Company that he is resigning from the Company, effective May 31, 2024. The Company and Mr. Landherr have entered into a transition letter agreement (the "Transition Agreement") to facilitate a smooth transition of Mr. Landherr's duties. Pursuant to the terms of the Transition Agreement, Mr. Landherr will cease serving in his officer roles on April 30, 2024, and will remain employed by the Company as a non-officer employee through May 31, 2024. The Company is commencing a search for a successor general counsel.
Under the terms of the Transition Agreement, in exchange for Mr. Landherr's transition assistance, Mr. Landherr is entitled to receive one year of base salary continuation, a pro-rated payout of his annual short-term incentive award for the Company's 2024 performance measures, based on the actual level of performance, and reimbursement of benefits continuation payments for up to six months. The Company will also reimburse Mr. Landherr for the remaining relocation and moving expenses as contemplated in his original offer letter and otherwise agreed by the Company, up to a maximum net amount of $103,500, prior to tax gross-up by the Company, monthly, pre-tax payments of $6,925.00 for each of May and June 2024, and he will receive an additional amount of $70,000, less applicable withholdings, at the time of the last salary continuation payment. The payments are subject to Mr. Landherr signing and not rescinding a separation and release agreement in favor of the Company and his continued compliance with certain transition and post-termination covenants.
The foregoing description of the Transition Agreement is qualified by reference to the full text of the agreement, which is filed as Exhibit 10.1 with this Current Report on Form 8-K.