Maryland | 814-00733 | 06-1798488 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina | 27612 | |||
(Address of Principal Executive Offices) | (Zip Code) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | E. Ashton Poole - Chairman of the Board of Directors, President and Chief Executive Officer |
• | Steven C. Lilly - Director, Chief Financial Officer, Secretary and Chief Compliance Officer |
• | Jeffrey A. Dombcik - Senior Managing Director and Chief Credit Officer |
• | Cary B. Nordan - Senior Managing Director and Chief Origination Officer |
• | Douglas A. Vaughn - Senior Managing Director and Chief Administrative Officer |
• | His full base salary through the Date of Termination, plus a period of time for accrued but unused vacation, at the rate in effect at the time Notice of Termination is given or immediately preceding the event giving rise to Good Reason, whichever is greater. In addition, the Company will promptly pay the amount of any Executive Incentive Compensation (consisting of annual cash bonuses and the grant date fair market value of restricted stock and deferred compensation awards) (i) for any past completed fiscal year which has not yet been paid, and (ii) for any partially completed period, on a pro rata basis (calculated by including a period of time for accrued but unused vacation following the Date of Termination). If the prior year’s Executive Incentive Compensation has not been set as of the date of the Notice of Termination, and in any case for the pro-rata calculation, the Executive Incentive Compensation will be calculated at the greater of: (A) the target level of the Executive Incentive Compensation Opportunity, which may include annual cash incentives, as well as annual awards of equity interests, deferred compensation and other incentive pay (without application of any denial provisions based on unsatisfactory personal performance), and (B) the highest Executive Incentive Compensation amount paid to the NEO for the three full fiscal years which ended coincident with or immediately prior to the Change in Control; |
• | An aggregate lump sum severance payment, paid within sixty days of the Date of Termination, equal to the product of 1.25 times the sum of: (i) the NEO’s annual salary calculated at the highest rate of salary in effect during the three fiscal years prior to the Notice of Termination; (ii) the highest regular annual cash bonus paid to the NEO as part of the Executive Incentive Compensation (excluding any associated restricted stock or deferred compensation awards) for the three full fiscal years which ended coincident with or immediately prior to the Change in Control; and (iii) an amount equal to the highest regular non-elective contribution paid by the Company to its 401(k) plan on behalf of the NEO for the three full fiscal years which ended coincident with or immediately prior to the Change in Control; |
• | Premiums for his Company-sponsored medical and dental benefits for eighteen months following the Date of Termination or such shorter period for which the NEO is legally eligible to receive such benefits if the NEO elects within sixty days of the Date of Termination to continue his Company-sponsored medical and dental benefits through COBRA; |
• | For twenty-four months following the Date of Termination, premiums that may come due on the term life insurance policies on the NEO’s life, consistent with the Company’s practice as of the date of the Retention Agreement; |
• | $25,000, within sixty days of the Date of Termination, for outplacement services, regardless of whether the NEO elects to use any outplacement services; |
• | Full vesting of his account in the Company’s Executive Deferred Compensation Plan and in any plan of deferred compensation maintained by the Company or its successor as of the Date of Termination; and |
• | Full vesting of his outstanding awards under the Company’s Omnibus Incentive Plan and under any equity incentive plan maintained by the Company or its successor as of the Date of Termination. |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
10.1 | ||
99.1 |
Triangle Capital Corporation | ||||
Date: November 17, 2017 | By: | /s/ Steven C. Lilly | ||
Steven C. Lilly | ||||
Chief Financial Officer |
Exhibit No. | Description | |
10.1 | ||
99.1 |