ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 19, 2020, the Compensation Committee of the Board of Directors of the
Company (the "Compensation Committee") approved a base salary for M. Scott
Culbreth, President and Chief Executive Officer, of $700,000 per year and a
maximum potential bonus opportunity equal to 200% of his base salary. The
Compensation Committee also approved a base salary for Paul Joachimczyk, Vice
President and Chief Financial Officer of $320,000 per year and a maximum
potential bonus opportunity equal to 100% of his base salary
On August 19, 2020, the Compensation Committee also approved an amendment to Mr.
Culbreth's employment agreement and a new employment agreement for Mr.
Joachimczyk. The employment agreements for Messrs. Culbreth and Joachimczyk
contain a description of expected duties, base salary and maximum potential cash
bonus, and severance in the event of termination without cause or in the event
of termination upon change in control. Messrs. Culbreth and Joachimczyk's
employment agreements also contain restrictive covenants which specify
confidentiality, non-solicitation, and non-competition with the Company in the
event of termination. The employment agreements are for an initial four-month
term expiring December 31, 2020 and will be automatically extended for
additional one-year periods, unless either party gives notice of nonrenewal on
or before November 1.
The new agreements for Messrs. Culbreth and Joachimczyk, which are included as
exhibits to this Form 8-K/A and hereby incorporated by reference into this Item,
encompass the entire understanding between the parties and supersede all prior
agreements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 * Management Contract - Amended Employment Agreement for Mr. M. Scott Culbreth
10.2 * Management Contract - Employment Agreement for Mr. Paul Joachimczyk
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
* Filed herewith
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
AMERICAN WOODMARK CORPORATION 
