Compensation and Benefits - Executive's annual base salary is set at $1,100,000, with the potential for annual increases as determined by the Board[8] - Executive is eligible for an annual cash bonus targeted at 150% of the base salary, payable no later than March 15 of the following year[9] - Executive will receive annual equity-based awards with a target grant date fair value of 450% of the base salary, amounting to $4,950,000 for 2025[10] Termination and Severance - In the event of termination without Cause or for Good Reason, Executive is entitled to receive two times the salary and bonus, payable in equal monthly installments over 24 months[27] - If terminated due to Disability or death, Executive or the beneficiary will receive accrued compensation, a pro-rata bonus, and benefit continuation coverage[28] - The Company may terminate Executive's employment for Cause under specific circumstances, including willful misconduct or failure to perform duties[17] - The Company confirms that Executive's employment is at-will and can be terminated by either party at any time, with or without reason[37] - Executive must execute a general release agreement to receive severance payments or benefits, except for Accrued Compensation[39] Employment Terms - Executive's employment will commence on June 1, 2025, and will continue until terminated as per the Agreement[5] - Executive is required to devote substantially all business time to the Company and cannot serve on outside boards without Board consent[6] - The Company will reimburse Executive for reasonable business expenses incurred during the Employment Period[12] - Executive's place of employment will be at the Company's principal office in Plano, Texas, with reasonable business travel as needed[13] Confidentiality and Non-Compete - Confidential Information includes non-public financial forecasts, historical financial data, and other sensitive business information disclosed to Executive during employment[40] - Executive is prohibited from holding a 5% or greater equity interest in a Competitive Enterprise for two years post-termination[47] - Non-solicitation provisions prevent Executive from soliciting clients or employees of the Company for two years after termination[50] - The Company retains the right to seek injunctive relief in case of breach of the agreement by Executive[54] Legal and Compliance - The agreement includes a clause stating that any invalid provision will not affect the validity of the remaining provisions[60] - Executive's entitlement to payments or benefits is not subject to mitigation[58] - All notices related to the agreement must be in writing and delivered through specified methods[61] - The Company may assign the Agreement to any of its Affiliates or successors without Executive's consent[62] - Executive's beneficiary can be designated in a written beneficiary designation filed with the Company[63] - The Company may withhold federal, state, and local taxes from any amounts payable under the Agreement[74] - The Agreement is intended to comply with Section 409A of the Internal Revenue Code to avoid tax penalties[68] - If Executive is a "specified employee," payments classified as "nonqualified deferred compensation" will be delayed for six months post-separation[69] - The Company will provide Benefit Continuation Coverage for up to 24 months following termination if COBRA is elected[80] - Payments classified as "parachute payments" may be adjusted to avoid excise tax under Section 4999 of the Code[72] - The Agreement supersedes all prior agreements related to the subject matter, except for specific agreements like the Loyalty Agreement[76] - The Agreement allows for arbitration of disputes and waives the right to a jury trial[66] - The Agreement may be executed in multiple counterparts, each considered an original[85]
RENT-A-CENTER(RCII) - 2024 Q4 - Annual Results