TWO HARBORS INVESTMENT CORP. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Under the Plan, a Participant will be eligible to receive severance benefits under the following circumstances:
•Involuntary Termination without Cause or For Good Reason (No Change of
Control). If the employment of a Participant is terminated by the Company
without "cause" or by the Participant for "good reason" (each as defined in the
Plan), then the Participant is entitled to receive: (i) cash compensation equal
to a multiple of the Participant's base salary (i.e., two times (2x) base salary
for the Chief Executive Officer, one and one-half times (1.5x) base salary for
all other officers, and one time (1x) base salary for other key employees); (ii)
cash compensation equal to a pro rata portion of the Participant's target annual
incentive compensation established for the year in which the termination event
occurred, as calculated through the separation date in the manner described in
the Plan; (iii) continued participation in certain welfare and insurance
benefits in effect on the separation date for the lesser of (A) the
Participant's COBRA eligibility or (B) 18 months for the Chief Executive Officer
and other officers and 12 months for other key employees; and (iv) outplacement
assistance for six months, up to a maximum reimbursement amount of
•Involuntary Termination without Cause or For Good Reason (Change of Control;
Double-Trigger"). If (a) there is a "change of control" (as defined in the Plan)
and (b) within 24 months after the change of control, the employment of a
Participant is terminated by the Company without cause or by the Participant for
"good reason" (as defined in the Plan), then a Participant is entitled to
receive: (i) cash compensation equal to a multiple of the Participant's base
salary (i.e., two and one-half times (2.5x) base salary for the Chief Executive
Officer, two times (2x) base salary for all other officers and one and one-half
times (1.5x) base salary for other key employees); (ii) cash compensation equal
to a pro rata portion of the Participant's target annual incentive compensation
established for the year in which the termination event occurred, as calculated
through the separation date in the manner described in the Plan; (iii) continued
participation in certain welfare and insurance benefits in effect on the
separation date for the lesser of (A) the individual's COBRA eligibility or (B)
18 months; and (iv) outplacement assistance for six months, up to a maximum
reimbursement amount of
Benefits under the Plan shall be provided only if a Participant executes a separation agreement prepared by the Company, which agreement shall include a general release as well as non-compete and non-solicitation, non-disparagement and/or confidentiality provisions. Benefits under the Plan are not available if a Participant is terminated for cause or otherwise is deemed ineligible under the Plan. Benefits are also subject to termination and the right of the Company to clawback certain benefits if a Participant violates the terms of any separation agreement entered into in exchange for severance benefits or any other restrictive covenant applicable to the Participant.
The above description of the Plan is a summary only and is qualified in its entirety by reference to the full text of the Plan, a complete copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Two Harbors Investment Corp. Severance Benefits Plan, dated March 24 ,
10.1 2021.
104 Cover Page Interactive Data File, formatted in Inline XBRL.
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