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TN
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62-1120025
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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1915 Snapps Ferry Road
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Building N
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Greeneville
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TN
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37745
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(Address of principal executive offices)
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(Zip Code)
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000-22490
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(Commission File Number)
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Not Applicable
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(Former name or former address, if changed since last report)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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FWRD
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NASDAQ
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•
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entitled to an annual base salary of $500,000;
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•
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eligible to participate in the Company’s annual cash incentive plan with a target annual cash incentive amount equal to 75% of his annual base salary;
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entitled to a one-time $153,000 sign-on bonus;
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entitled to receive a one-time equity grant under the Company’s 2016 Omnibus Incentive Compensation Plan (“Omnibus Plan”) of time-based vesting restricted stock having a fair market value of $220,000 on the date of grant;
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eligible to receive future long-term incentive awards under the Omnibus Plan; and
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eligible to receive severance pursuant to the terms and conditions of the Company’s Executive Severance Plan.
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No.
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Exhibit
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10.1
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104
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Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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FORWARD AIR CORPORATION
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Date: July 27, 2020
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By:
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/s/ Michael J. Morris
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Michael J. Morris
Chief Financial Officer and Treasurer
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1.
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Base Salary. Your starting base pay will be $500,000 annually, less applicable taxes and withholdings, payable on such schedules as others in similar positions are paid.
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2.
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Executive Annual Cash Incentive Plan. During your employment, you will be eligible to participate in the Forward Air Annual Cash Incentive Plan (the “Cash Incentive Plan”) with a target annual incentive of 75% of your base salary, less applicable taxes, deductions, and withholdings. Target incentives do not constitute a promise of payment. Payment of any incentive is at the sole discretion of the Forward Air Corporation Board of Directors (the “Board”). Your actual incentive plan payout will depend on Company financial performance and management’s assessment of your individual performance. Please be aware that the Company reserves the right to change or amend the terms of the Cash Incentive Plan or any other of its incentive plans at any time or discontinue them in their entirety as the Company determines in its sole and absolute discretion.
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3.
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Signing Bonus. You will receive a one-time cash signing bonus in the amount of $153,000.00 as soon as practicable following the Start Date (as defined herein) and in no event more than 30 days thereafter (the “Start Date Payment”). If your employment is terminated by the Company for Cause (as “Cause” is defined in Section 2.08 of the Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan (the “Executive Severance Plan”)) or if you terminate your employment voluntarily prior to the first anniversary of your Start Date (as defined herein), you agree to repay the full amount of the Start Date Payment within 30 days following your termination date.
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4.
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Executive Long Term Incentive Plan. As soon as practicable following your Start Date, you will receive a one-time equity award in the form of restricted stock with an aggregate dollar value on the date of grant of $220,000. The award will be subject to the terms and conditions of the Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and an award agreement and will vest pursuant to the terms of the Omnibus Plan and said award agreement.
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5.
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Withholding. All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.
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6.
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Stock Ownership Guidelines. As a Chief Commercial Officer, you will be required to comply with Forward Air Corporation's Executive Stock Ownership and Retention Guidelines applicable to executive officers.
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7.
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Relocation Expenses. In connection with this offer of employment to you, the Company will provide relocation assistance, as outlined in further detail in a separate communication that will be sent to you. The Company uses a third-party provider that will initiate all relocation benefits. By signing this offer letter, you authorize the Company to provide your contact information to the third-party relocation company and their approved partners/lenders. You agree that, in the event you voluntarily terminate your employment with the Company during the first year following the effective date of your employment (your Start Date), you will repay the Company one hundred percent (100%) of all relocation expenses paid by the Company, or reimbursed to you by the Company, within ninety (90) days of your termination date. You further agree that in the event you voluntarily terminate your employment with the Company during the second year following your Start Date, you will repay the Company fifty percent (50%) of all relocation expenses paid by the Company, or reimbursed to you by the Company, within ninety (90) days of your termination date.
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8.
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Mobile Phone Expenses. In connection with your employment, we are offering reimbursement of certain mobile phone expenses, including reimbursement of the cost of monthly mobile phone service on terms set forth in the Company’s Business Expense Reimbursement Policy.
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9.
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Vacation, Company-paid Holidays and Other Benefits. The Company provides a competitive benefits package for its eligible full- and part-time employees. You will be eligible to participate in the employee benefit plans and programs generally available to the Company's employees, including group medical, dental, vision and life insurance, disability benefits, Employee Stock Purchase Plan, 401(k) plan, Flexible Spending Plan (Healthcare Reimbursement Account and/or Dependent Care Reimbursement Account), all in accordance with and subject to the eligibility and other terms and conditions of such plans and programs. You will be entitled to 3 weeks of paid vacation annually, and the Company currently provides eligible employees with designated company paid holidays each year. Please note that regarding health/medical insurance, Forward Air Corporation’s present policy is to provide an option for dependent coverage at an additional charge, if you should require such coverage. You will have to affirmatively elect dependent coverage if you desire it. Also, please note that if your spouse is employed and has medical insurance coverage available through her/his employer, he/she will be required to elect that coverage as Primary Coverage. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.
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10.
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Duties. In your new position, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from time to time, including, among other things, developing and leading a world-class commercial organization with ownership of sales, business development, marketing, and commercial strategy for the entire company; executing an analytics-driven and customer-centric commercial strategy that drives measurable business results; identifying and developing sales and marketing strategies, strategic alliances, new and existing client relationships and market-driven initiatives/solutions for customers and the
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11.
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Start Date. Subject to satisfaction of all of the conditions described in this letter, your start date is scheduled for August 31, 2020, or such other date mutually agreed upon by you and the Company.
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12.
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Section 409A. This offer letter is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and Treasury guidance promulgated thereunder ("Section 409A"). The Company shall undertake to administer, interpret, and construe this offer letter in a manner that does not result in the imposition on you of any additional tax, penalty, or interest under Section 409A. For purposes of Section 409A, each installment payment provided under this offer letter shall be treated as a separate payment. Any payments to be made under this offer letter upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The Company and you agree that they will execute any and all amendments to this offer letter under applicable law as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A or as otherwise needed to ensure that this offer letter complies with Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, you, as specified under this offer letter, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing or any provision in this offer letter, the Company makes no representations or guarantees of any particular tax effect to you under this offer letter and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of Section 409A.
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13.
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Recoupment Policy. Any amounts payable hereunder are subject to any policy (whether currently in existence or later adopted or amended) established by the Company providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
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14.
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Code of Ethics. The Company is committed to creating a positive work environment and conducting business ethically. As an employee of the Company, you will be expected to abide by the Company’s policies and procedures including, but not limited to, the Company’s Code of Business Conduct and Code of Ethics. We request that you review, sign and bring with you on your employment start date, the enclosed Code of Ethics Acknowledgment Form.
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15.
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Representations. As a condition to, and in consideration of, your employment with the Company, you represent that you:
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a.
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are not a party to any agreement or understanding, written or oral, which could prohibit you either from accepting this offer or performing all of your anticipated duties and obligations;
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b.
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will comply with any and all notice provisions of any agreement that you have with your current employer;
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c.
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understand and acknowledge that the Company respects the confidential information, proprietary information and trade secrets of other entities and therefore, does not want, and will not willingly use, any confidential information, proprietary information, or trade secrets that are the property of a third party; and
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d.
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do not possess any document or electronically stored information that is not lawfully publically available related to your current employer’s sales, financial, customer, or potential confidential business information regardless of whether such information was ever: (i) in your possession as a hard copy document; (ii) on a computer; (iii) on a iPhone, iPad, PDA or cell phone; or (iv) on an external hard drive, thumb drive, or any other piece of external media that permits the storage of electronic or hard copy information.
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16.
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Directions Regarding Confidential Information. The Company hereby directs you to:
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a.
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not disclose to the Company any confidential information, proprietary information, or trade secrets of other entities, including any entity for which you currently are employed or have been formerly employed; and
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b.
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neither bring on the premises of, provide to, nor use for the benefit of the Company, copies of any documents, electronic media or tangible items that contain or refer to information that could be claimed to contain confidential information, proprietary information, or trade secrets belonging to any other party, including your current employer or any former employers.
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17.
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At-will Employment. Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.
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18.
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Severance. The Company maintains the Executive Severance Plan for those executive officers selected by the Compensation Committee of the Board for the purpose of encouraging and motivating said executive officers to devote their full attention to the performance of their assigned duties without the distraction or concerns regarding their involuntary termination of employment. The provisions of the plan are set forth in the Executive Severance Plan and your Participation and Restrictive Covenants Agreement and will be the same as those terms currently in effect for other executive officers of the Company participating in the Executive Severance Plan. A copy of the Executive Severance Plan and the Participation and Restrictive Covenants Agreement has been provided to you.
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19.
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Contingent Offer. This offer is contingent upon:
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a.
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Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date. For your convenience, a copy of the I-9 Form's List of Acceptable Documents is enclosed for your review. Please bring appropriate documentation for the completion of your new hire forms, including proof that you are presently eligible to work in the United States for I-9 purposes. Failure to provide appropriate documentation within 3 days of hire will result in immediate termination of employment in accordance with the terms of the Immigration Reform and Control Act.
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b.
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Satisfactory completion of a background investigation and drug screen, for which the required notice and consent forms are attached to this letter.
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