UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

Date of Report:  January 29, 2020
(Date of earliest event reported: January 23, 2020)
______________


HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
______________

Maryland
 
1-14445
 
58-0281900
 
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
           
780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
 
Telephone number, including area code: (404) 443-2900
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 (17CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
HVT
NYSE
Class A Common Stock
HVTA
NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02   Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On January 23, 2020, the Nominating, Compensation and Governance Committee (the “NCG Committee”) of the Board of Directors of Haverty Furniture Companies, Inc. (the “Company” or “Havertys”) established base salary, annual incentive opportunities and long-term incentive equity grants for the Company’s Named Executive Officers (“NEOs”) for 2020.

Base Salary:  A $10,000 increase from current base salaries was approved for the NEOs.  The NEOs base salaries have not been increased for two years.

Annual Incentive Opportunities:  The NCG Committee approved new management incentive plans (the “Plans” or “MIP I” or “MIP II”) to determine 2020 cash incentives pursuant to the Company’s 2014 Long Term Incentive Plan. The NEOs are eligible to receive a target payout amount from the combined Plans of 60% of their 2020 annual base salary, except that Mr. Smith’s target is 100% of base salary. The MIP I Plan covers 80% of the target payout. The MIP I sets goals of pre-tax earnings on a quarterly and annual basis.  Participants will begin to earn the incentive pay once at least 80% of a goal is met increasing up to 125% of the pre-tax goal.  There is a 3% change in the incentive pay earned for every 1% increase or decrease in actual pre-tax earnings versus the goal with the incentive pay potential ranging from 40% to 175% of the earnings target payout amount.  Pre-tax earnings for comparison to the goal will be that amount reported in the annual Form 10-K, adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, store closing costs, and the cumulative effect of accounting changes, as determined in accordance with generally accepted accounting principles, as applicable, and any other unusual or non-recurring items. The MIP II Plan, which does not provide for above target payouts, covers the remaining 20% of the potential target payout.  The MIP II Plan is earned for achieving additional performance criteria or specific projects or initiatives tailored to each person as approved by the Compensation Committee. The Compensation Committee has discretion in the administration of the Plan.

Long-Term Incentive Equity Grants:  Pursuant to the Company’s 2014 Long Term Incentive Plan the NCG Committee authorized the following grants of Restricted Stock Units (“RSUs”) and Performance Restricted Stock Units (“PRSUs”).  Each RSU and PRSU represent a contingent right to receive one share of the Company's common stock.
 
Named Executive Officer
 
# of RSUs
 
Target # of
PRSUs - EBITDA
 
Target # of
PRSUs - Sales
Clarence H. Smith
 
8,000
 
25,600
 
6,400
Richard B. Hare
 
4,095
 
7,644
 
1,911
Steven G. Burdette
 
4,095
 
7,644
 
1,911
J. Edward Clary
 
3,375
 
6,300
 
1,575
John L. Gill
 
3,375
 
6,300
 
1,575

The RSUs vest over three years in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.1. In connection with the RSU grants, the NEOs will execute a Restrictive Covenant Agreement, attached hereto as Exhibit 10.4.

PRSUs were granted with shares earned based on the Company's EBITDA (as adjusted) for the year ended December 31, 2020.  EBITDA is equal to the sum of income before income taxes, interest expense, and depreciation and amortization as reported in the Company’s financial statements included in its annual Form 10-K.  Adjustments will be made to eliminate the effects of certain items such as, asset impairments, acquisitions, cumulative effect of accounting changes, and unusual items. The number of units reported above represent target performance. The actual number that become eligible for vesting is based on achieving the level of EBITDA during the performance period in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.2. These grants vest in February 2023.




Also granted were PRSUs with shares earned based on achieving target levels of annual comparable store sales percentage increases for 2020 over 2019.  The number of units reported above represent target performance. The actual number that become eligible for vesting is based on achieving the level of comparable store sales percentage increase during the performance period in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.3. These grants vest in February 2023.


Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
HAVERTY FURNITURE COMPANIES, INC.
 
 
January 29, 2020
 
By:
 
 
   
Jenny Hill Parker
Senior Vice President, Finance and Corporate Secretary
Exhibit 10.1



FORM OF RESTRICTED STOCK UNIT AWARD NOTICE

NAME
ADDRESS
ADDRESS

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the “Plan”), and conditioned on your execution and continued compliance with the Restrictive Covenant Agreement presented to you by the Company, on January 23, 2020,  you were granted a restricted stock unit award (“RSU”) in the amount of «#_awarded» units.  Each RSU is equivalent to one share of common stock upon vesting.

Subject to your continued employment with the Company, and your continued compliance with the Restrictive Covenant Agreement, your award will vest over three years in accordance with the following schedule:

34% vest on May 8, 2021
33% vest on May 8, 2022
33% vest on May 8, 2023

Until vested, the units represented by this award are not entitled to receive cash dividends and do not have the right to vote. This award will vest immediately upon a change in control, death or permanent and total disability as defined in Section 2 of the Plan.  Awards not vested at retirement will be forfeited. Please consult the 2014 Long-Term Incentive Plan Prospectus for a complete understanding of Havertys’ equity award program.

This is a summary of the award.  The grant agreement and Plan Prospectus are the authoritative source for all questions on awards made under the Plan.


Exhibit 10.2


FORM OF PERFORMANCE CONTINGENT RESTRICTED STOCK UNITS – EBITDA – AWARD NOTICE

NAME
ADDRESS
ADDRESS

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the “Plan”), you have been granted Performance Restricted Stock Units (PRSUs) based on EBITDA.  The general terms of this grant of PRSUs are outlined below.

Grant Date:
January 23, 2020
Performance Period:
January 1 – December 31, 2020
Target Number of PRSUs:
«number_awarded»
Performance Measure:
EBITDA
Vesting Date:
February 28, 2023

The actual number of PRSUs that can become vested is based on achieving the level of EBITDA during the Performance Period as noted below:

Performance Level*
 
% Target EBITDA
 
EBITDA ($ in millions)
 
% Target
Shares Earned
 
Outstanding
   
125
%
$XXX
   
175
%
     
120
%
$XXX
   
160
%
     
110
%
$XXX
   
130
%
Target
   
100
%
$XXX
   
100
%
     
90
%
$XXX
   
70
%
Threshold
   
80
%
$XXX
   
40
%
Below Threshold
 
< 80
 %
<   $XXX
   
0
%

*
Straight-line interpolation will apply to performance levels between the ones shown.

Each PRSU is equivalent to one share of common stock upon vesting.

Until vested, the units represented by this award are not entitled to receive cash dividends and do not have the right to vote. This award will vest immediately upon a change in control, death or disability as defined in Section 2 of the Plan.  If you leave Havertys, other than in the case of death, disability or retirement, unvested awards are forfeited.  Except as the Nominating, Compensation and Governance Committee may at any time otherwise provide in their sole discretion or as required to comply with applicable law, units not vested at retirement will vest on the Vesting Date as outlined in the grant agreement.  Retirement shall mean voluntary retirement from Havertys, on or after age 65, upon written notice from you to the Company that you are permanently retiring from the Company and the retail furniture industry.  Please consult the 2014 Long-Term Incentive Plan Prospectus for a complete understanding of Havertys’ equity award program.

This is a summary of the award.  The grant agreement and Plan Prospectus are the authoritative source for all questions on awards made under the Plan.

Exhibit 10.3

FORM OF PERFORMANCE CONTINGENT RESTRICTED STOCK UNITS – SALES – AWARD NOTICE

NAME
ADDRESS
ADDRESS

Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2014 Long-Term Incentive Plan (the “Plan”), you have been granted Performance Restricted Stock Units (PRSUs) based on sales.  The general terms of this grant of PRSUs are outlined below.

Grant Date:
January 23, 2020
Performance Period:
January 1 – December 31, 2020
Target Number of PRSUs:
«number_awarded»
Performance Measure:
Comparable Store Sales % Increase
Vesting Date:
February 28, 2023

The actual number of PRSUs that can become vested is based on achieving the level of Comparable Store Sales % Increase over 2019 (“Comp Increase”) during the Performance Period as noted below:

 
 
Performance Level*
 
Comparable Store
Sales % Increase
Over 2019
 
% Target
Shares
Earned
 
Outstanding
 
XX%
   
120
%

 
XX%
   
115
%

 
XX%
   
110
%

 
XX%
   
105
%
Target
 
XX%
   
100
%

 
XX%
   
85
%

 
XX%
   
70
%

 
XX%
   
55
%
Threshold
 
XX%
   
40
%
Below Threshold
 
< XX%
   
0
%

Each PRSU is equivalent to one share of common stock upon vesting.

Until vested, the units represented by this award are not entitled to receive cash dividends and do not have the right to vote. This award will vest immediately upon a change in control, death or disability as defined in Section 2 of the Plan.  If you leave Havertys, other than in the case of death, disability or retirement, unvested awards are forfeited.  Except as the Nominating, Compensation and Governance Committee may at any time otherwise provide in their sole discretion or as required to comply with applicable law, units not vested at retirement will vest on the Vesting Date as outlined in the grant agreement.  Retirement shall mean voluntary retirement from Havertys, on or after age 65, upon written notice from you to the Company that you are permanently retiring from the Company and the retail furniture industry. Please consult the 2014 Long-Term Incentive Plan Prospectus for a complete understanding of Havertys’ equity award program.

This is a summary of the award.  The grant agreement and Plan Prospectus are the authoritative source for all questions on awards made under the Plan.
Exhibit 10.4

FORM OF RESTRICTIVE COVENANT AGREEMENT
IN CONSIDERATION of and as a condition to Employee’s employment and continued employment, training, pay, and other benefits provided by Haverty Furniture Companies, Inc., a Maryland corporation with its principal place of business in Atlanta, Georgia (the “Company”), Employee’s participation and continued participation in the Havertys Long-Term Incentive Plan, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned individual (“Employee”) and the Company agree as follows:
Section I.  Definitions.
In addition to the defined terms contained within the body of this Agreement, the following terms shall have the following meanings:

           1.1“Confidential Information” means any data or information, including Trade Secrets, that is valuable, important, or proprietary to the Company and is not generally known to the public or to competitors of the Company.  Confidential Information includes, but is not limited to, all information that is marked “confidential” or “proprietary”,  all information to which access is restricted, and all other information kept confidential, including information pertaining to costs, profits, markets, sales, products, product lines, key personnel, pricing policies, operational methods, customers, customer requirements, suppliers, plans for future developments, computer software (whether in source or object code), and other business affairs and methods and other information not readily available to the public.

1.2 “Prohibited Competitor” means any one of the following companies or any parent or subsidiary thereof: Rooms to Go, Ashley Furniture Industries, Inc. La-Z-Boy Furniture, Star Furniture, Nebraska Furniture, Art Van Furniture, Ethan Allan Interior Inc., City Furniture, and any successors and assigns of the foregoing companies.

1.3 “Restricted Activities” means the provision of sales, marketing, merchandising, buying, importing, supply chain, financial accounting, consulting, business planning, information technology, human resources, risk management, regulatory compliance, real estate, internal audit, and/or management services similar to those provided by Employee to the Company.
1.4 “Restricted Businesses” means the business of selling furniture, home decorations, and home furnishing to consumers and businesses, as well as any other business conducted by the Company during the last two (2) years of Employee’s employment with the Company.
1.5 “Restricted Period” means the period beginning on the date of this Agreement and ending two (2) years after the date Employee’s employment with the Company ends or is terminated for any reason.
1.6 “Territory” means the following States within the United States of America and any other geographic area for which Employee is responsible at the time of the termination of his/her employment:  Alabama, Arkansas, Florida, Georgia, Indiana, Kansas, Kentucky, Louisiana, Maryland, Missouri, North Carolina, Ohio, South Carolina, Tennessee, Texas, and Virginia.  Employee represents and agrees the Company conducts its business in, and Employee provides services to the Company, throughout the Territory.

1.7 “Trade Secret” shall have the meaning given to the term under applicable federal or state law.  In the absence of such a definition, “Trade Secret” means information including, but not limited to, any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Section II.  Trade Secrets and Confidential Information.
2.1 Trade Secrets and Confidential Information.  Employee shall hold in confidence all Trade Secrets and Confidential Information of the Company, its direct and indirect subsidiaries and corporate affiliates, and its customers and suppliers (the “Associated Companies”) that came into his/her knowledge during his/her employment with the Company and shall not disclose, publish or make use of such Trade Secrets or Confidential at any time without the prior written consent of the Company for as long as the information remains confidential.
2.2 Return of Materials.  Upon the request of the Company and, in any event, upon the termination of Employee’s employment with the Company for any reason, Employee shall deliver to the Company, and not retain any copies of, all memoranda, notes, records, manuals or other documents (including, but not limited to, written instruments, electronically stored information, voice or data recordings, or computer tapes, disks or files of any nature), including all copies of such materials and all documentation prepared or produced in connection therewith, pertaining to the performance of Employee’s services for the Company, the business of the Company or of the Associated Companies, or containing Trade Secrets or Confidential Information, whether made or compiled by Employee or furnished to Employee by virtue of his/her employment with the Company.  Employee shall also deliver to the Company all computers, credit cards, telephones, office equipment, software, and other property the Company furnished to Employee by virtue of his/her employment with the Company.
2.3 Interpretation.  The restrictions stated in Sections 2.1 and 2.2 are in addition to, and not in lieu of, protections afforded to trade secrets, confidential information, electronically stored information, and Company property under applicable state and federal laws.  Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its property and information.   During his/her employment with the Company, Employee is authorized to use Confidential Information and Trade Secrets of the Company for the Company’s sole benefit and in connection with his/her job duties without obtaining the Company’s prior written approval.
Section III.  Nonsolicitation; Noninterference.
3.1 Nonsolicitation of Customers and Suppliers.  Employee hereby covenants and agrees that he/she will not, during the Restricted Period, without the prior written consent of the Company, solicit, directly or indirectly, any business related to the Restricted Businesses from any of the Company’s customers or suppliers, including actively sought prospective customers and suppliers, with whom Employee had material contact during his/her employment with the Company, except to the extent such solicitation is exclusively for the Company’s benefit.

3.2 Nonsolicitation of Employees.  Employee hereby covenants and agrees that he/she will not, during the Restricted Period, without the prior written consent of the Company, solicit, attempt to solicit, or hire, for himself/herself or for or on behalf of any other person or entity, any employee of the Company (whether or not such person would commit a breach of contract).
3.3 Noninterference with Relationships.  Employee hereby covenants and agrees that he/she will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly interfere with or lessen, or attempt to interfere with or lessen, any of the Company’s contractual or business relationships with the Company’s customers, suppliers, vendors, contractors, consultants, employees, officers, or directors.
  3.4 Non-disparagement.  Employee hereby covenants and agrees that he/she will not, during the Restricted Period, disparage, denigrate, or criticize the Company, its products and services, or its officers, directors, shareholders, or employees.
Section IV.  Non-competition.
Employee hereby covenants that he/she will not, during the Restricted Period, without the prior written consent of the Company, (i) provide any Restricted Activities to or for the benefit of any Prohibited Competitor; or (ii) within the Territory, engage in any of the Restricted Businesses or provide any Restricted Activities to or for the benefit of any other person or entity which is engaged in any of the Restricted Businesses.
Section V.  Ownership of Employee Developments.
5.1 Ownership of Work Product.
(a) Employee agrees to promptly report and disclose to the Company all developments, discoveries, methods, processes, designs, inventions, ideas, or improvements (hereinafter collective called “Work Product”), conceived, made, implemented, or reduced to practice by Employee, whether alone or acting with others, during Employee’s period of employment by the Company, that is developed (a) on the Company’s time, or (b) while utilizing, directly or indirectly, the Company’s equipment, supplies, facilities, or Confidential Information.  Employee acknowledges and agrees that all Work Product is the sole and exclusive property of the Company.  Employee agrees to assign, and hereby automatically assigns, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided, however, that this Section shall not apply to any Work Product for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on Employee’s own time, unless the Work Product (a) relates directly to the Company’s business or its actual or demonstrably anticipated research or development, or (b) results from any work performed by Employee for the Company.
(b) The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available to the Work Product.
5.2 Cooperation.  Employee agrees to perform, upon the reasonable request of the Company, during or after employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including but not limited to:  (1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance; (2) assisting in the preparation, prosecution, procurement, maintenance and enforcement of all copyrights and/or patents with respect to the Work Product in any countries; (3) providing testimony in connection with any proceeding affecting the right, title, or interest of the Company in any Work Product; and (4) performing any other acts deemed necessary or desirable to carry out the purposes of this Agreement. The Company shall reimburse all reasonable out-of-pocket expenses incurred by Employee at the Company’s request in connection with the foregoing.

Section VI.  Reasonable and Necessary Restrictions.
6.1 Employee acknowledges that during the course of his/her employment with the Company he/she has received or will receive and has had or will have access to Confidential Information and Trade Secrets of the Company and of the Associated Companies, including but not limited to confidential and secret software and hardware design and development plans and strategies; computer software; business and marketing plans, strategies, and studies; and detailed client/customer lists and information relating to the operations and business requirements of those client/customers and, accordingly, he/she is willing to enter into the covenants contained in this Agreement in order to provide the Company with what he/she considers to be reasonable protection for its interests.
6.2 Employee acknowledges that the restrictions, prohibitions and other provisions in this Agreement are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to employ or continue to employ Employee and to provide certain benefits to Employee including grants under the Havertys Long-Term Incentive Plan.  Employee covenants and agrees that he/she will not challenge the enforceability of this Agreement nor will he/she raise any equitable defense to its enforcement.
Section VII.  Remedies.
In the event of any breach or threatened breach of this Agreement by Employee, Employee acknowledges and agrees that the Company would be irreparably harmed thereby and that any remedies at law would be inadequate.  Accordingly, Employee agrees that in such event, the Company shall be entitled to immediate injunctive or other equitable relief to restrain or enjoin any such breach or threatened breach in addition to all other damages, remedies, and relief to which the Company may be entitled.  The parties expressly waive any requirement for a bond to be posted in conjunction with a request for a temporary, preliminary or permanent injunction.  In addition to all other remedies available to the Company, Employee acknowledges and agrees that any awards made to him/her pursuant to the Havertys Long-Term Incentive Plan (“LTIP”) shall be subject to forfeiture and/or claw-back in accordance with the LTIP Plan, any grant agreement, and/or the Havertys Executive Compensation Recovery Policy.
Section VIII.  Severability.
If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced or reformed to the limit of such validity, and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect.

Section IX.  Governing Law; Forum.
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating to this Agreement or Employee’s employment with the Company shall be governed by and construed in accordance with the laws of the State of Georgia, not including the choice-of-law rules thereof.  The parties agree to litigate any dispute arising under or related to this Agreement or Employee’s employment with the Company exclusively in the state or federal courts located in Fulton County, Georgia, and waive any objection to the personal jurisdiction or venue of such courts.  To the maximum extent allowed by law, the parties waive any right to a trial by jury and affirmatively state they want any dispute between them tried to a court without a jury.  Notwithstanding anything to the contrary in this Section, the Company may initiate an action in any court or forum as necessary or desirable, as determined in the Company’s sole discretion, to prevent any breach or threatened breach of this Agreement by Employee.
Section X.  Nature of Employment.
Employee understands and agrees that nothing in this Agreement is intended to or shall be interpreted as creating employment for a specified period of time.  Employee further understands and agrees that, unless he/she has a separate, written employment contract with the Company, his/her employment with the Company shall be employment-at-will which can be terminated at any time, without prior notice or cause, by either Employee or the Company.  No act, statement or conduct, of any nature whatsoever, of any representative of the Company shall alter the nature of Employee’s employment unless it is in writing and signed by the Chief Executive Officer of the Company or his/her designee.
Section XI.  Amendment; Waiver; Assignment.
No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.  Any waiver by any party or consent by any party to any breach of or any variation from any provision of this Agreement shall be valid only if in writing and only in the specific instance in which it is given, and such waiver or consent shall not be construed as a waiver of any subsequent breach of any other provision or as a consent with respect to any similar instance or circumstance.  This Agreement may be assigned by the Company to any parent company, subsidiary, corporate affiliate, or successor to all or any part of the Company’s business.  The Agreement may not be assigned by Employee.
Section XII.  No Inconsistent Obligations
Employee is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his/her undertaking employment with the Company.  Employee will not disclose to the Company, or use on the Company’s behalf, any protected confidential information or trade secrets belonging to others.  Employee represents and warrants that he/she has returned all property and protected confidential information belonging to all prior employers.

Section XIII.  U.S. Defend Trade Secrets Act
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent Employee from sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency.  Employee is also hereby notified, in accordance with the Defend Trade Secrets Act of 2016, that he/she will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  Employee represents and warrants he/she has been notified by this Agreement that if he/she files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he/she may disclose the Company’s trade secrets to his/her attorney and use the trade secret information in the court proceeding if he/she: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.
Section XIV.  Attorneys’ Fees and Litigation Expenses
In the event the Company brings suit against Employee to enforce the terms of this Agreement and is awarded any relief by a court, Employee shall reimburse the Company for all attorneys’ fees, expenses, and costs incurred by the Company in bringing such suit.
IN WITNESS WHEREOF, the parties have executed this Agreement.


   
HAVERTY FURNITURE COMPANIES, INC.
Date: 
     
       
   
By:
 
   
Name:
 
   
Title
 

   
EMPLOYEE
Date: 
     
       
   
Name