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 (Date of earliest event reported): December 5, 2016 (December 2, 2016)

 

 

AT HOME GROUP INC.

(Exact name of registrant as specified in charter)

 

 

Delaware

 

001-37849

 

45-3229563

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1600 East Plano Parkway
Plano, Texas

 

75074

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (972) 265-6227

 

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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

 

Item 5.02(c): Appointment of Peter S.G. Corsa as Chief Operating Officer

 

On December 2, 2016, At Home Group Inc. (the “Company”) announced that Peter S.G. Corsa, age 48, will be promoted to serve as the Company’s Chief Operating Officer, effective December 2, 2016.

 

Mr. Corsa has served as the Company’s Chief Stores Officer since March 2013. Prior to joining the Company, Mr. Corsa served as Vice President of KSL Resorts from February 2011 to March 2013, which operates luxury resorts throughout the United States. Before this, he served as Executive Vice President of Retail for Stuart Weitzman from January 2006 to February 2011. In addition, he served as Senior Director of Store Operations for Gap from 2004 to 2006, Senior Director of Loss Prevention for Old Navy from 2002 to 2003, and Director of Store Operations for Old Navy from 1999 to 2002. Mr. Corsa received his Master of Business Administration from St. Mary’s College of California and his Bachelor’s degree in Political Science from the University of California, Santa Barbara.

 

Mr. Corsa does not have any family relationships with any executive officer or director of the Company.

 

Mr. Corsa is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 5.02(c): Appointment of Becky K. Haislip as Chief Accounting Officer

 

On December 2, 2016, the Company announced that Becky K. Haislip, age 53, will be promoted to serve as the Company’s Chief Accounting Officer, effective December 2, 2016.

 

Ms. Haislip has served as the Company’s Vice President, Controller since October 2013.  Prior to joining the Company, she was employed by Rent-A-Center, Inc. since 2004, most recently serving as Vice President, Internal Audit.  Prior to that role, Ms. Haislip held a variety of financial roles with increasing responsibility at Rent-A-Center, including Corporate Controller, Assistant Controller and Director of Financial Reporting.  Before her time with Rent-A-Center, Ms. Haislip was a Senior Internal Auditor with Grant Thornton.  She received her Bachelor’s degree in Accounting from the University of Texas at Arlington and is a Certified Public Accountant.

 

Ms. Haislip does not have any family relationships with any executive officer or director of the Company.

 

Ms. Haislip is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The Company and Ms. Haislip will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.16 to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-206772) and is incorporated herein by reference.

 

Item 5.02(d): Appointment of Elisabeth B. Charles as Board Member

 

On December 2, 2016 , the Board of Directors (the “Board”) of the Company increased the size of the Board by one director (to a total size of nine directors) and filled the vacancy created by such increase by appointing Ms. Elisabeth B. Charles, age 52, as a Class I director, effective December 2, 2016. Ms. Charles was appointed to serve as an independent member of the Board. Ms. Charles will hold office until the date of the Company’s 2017 Annual Meeting of Stockholders and until her successor shall be elected and qualified or until her earlier death, resignation, retirement, disqualification or removal. Ms. Charles will serve on the Compensation Committee.

 

Ms. Charles is Senior Vice President and General Manager of Old Navy Outlet, a role she assumed in November 2016.  Since joining Old Navy, she also served as Interim Chief Marketing Officer from May to October 2016. Prior to joining Old Navy, Ms. Charles was Senior Vice President/Chief Marketing Officer, Marketing and Customer Engagement of Athleta from March 2015 through May 2016.  From February 2009 through August 2014, Ms. Charles was Senior Vice President, Chief Marketing Officer and Executive Committee Member of Petco Animal Supplies, Inc.  Prior to that, she served as Executive Vice President of Marketing of Victoria Secret Stores from February 2005 through October 2008 and served as its Vice President of Marketing from July 2004 through January

 

2


 

2005.  Prior to 2005, Ms. Charles held a variety of marketing positions with Herbalife International of America, Inc., Ideaforest.com and Tricon Restaurants International. Ms. Charles is currently a member of the advisory board of Origami Logic, which she joined in 2015. Ms. Charles received her Masters in Business Administration from the Harvard Graduate School of Business Administration and her Bachelor of Arts in International Political Economy from the University of California at Berkeley. Ms. Charles was selected to our board of directors because she brings particular knowledge and experience in operating and leading retail companies.

 

Ms. Charles was not appointed to the Board pursuant to any arrangement or understanding with any other person.  Ms. Charles has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Charles has an interest requiring disclosure under Item 404(a) of Regulation S-K.  The Board has determined that Ms. Charles satisfies the definition of “independent director” under the rules and regulations of the New York Stock Exchange.

 

In consideration for her services as an independent director, Ms. Charles will be provided with an annual cash retainer of $50,000, which retainer will be prorated for the Company’s current fiscal year resulting in a retainer of $12,500 for the Company’s current fiscal year. In connection with her appointment to the Board on December 2, 2016, Ms. Charles was granted nonqualified stock options to purchase 3,488 shares of the Company’s common stock, pursuant to the terms and conditions of the At Home Group Inc. Equity Incentive Plan and a notice of grant and stock option award agreement substantially in the form attached as Exhibit 10.1 to this Current Report and incorporated herein by reference (the “Director Option Agreement”). The nonqualified stock options will fully vest upon the first anniversary of the date of grant, subject to Ms. Charles’ continued service with the Company through such date.

 

The Company and Ms. Charles will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.16 to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-206772) and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On December 2, 2016, the Company issued a press release announcing the appointments of Mr. Corsa, Ms. Haislip and Ms. Charles. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

This report includes forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as “will,” “should” or “opportunity” or other variations thereon or comparable terminology. In particular, statements about store growth contained or incorporated by reference in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

 

The Company has based these forward-looking statements on current expectations and assumptions. While we believe these expectations and assumptions are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of the parties involved.  These and other important factors, including those discussed in filings made with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained or incorporated by reference in this report are not guarantees of future performance and actual results may differ materially from the forward-looking statements contained or incorporated by reference herein.

 

3


 

Item 9.01 — Financial Statements and Exhibits

 

(d)

Exhibits:

 

Exhibit Number

 

Description

 

 

 

10.1

 

At Home Group Inc. Form of Nonqualified Stock Option Award Agreement (Director).

 

 

 

99.1

 

Press Release dated December 2, 2016.

 

4


 

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.

 

 

AT HOME GROUP INC.

 

 

 

 

 

 

Date: December 5, 2016

By:

/s/ JUDD T. NYSTROM

 

 

Name:

Judd T. Nystrom

 

 

Title:

Chief Financial Officer

 

5


 

Item 9.01 — Financial Statements and Exhibits

 

(d)

Exhibits:

 

Exhibit Number

 

Description

 

 

 

10.1

 

At Home Group Inc. Form of Nonqualified Stock Option Award Agreement (Director).

 

 

 

99.1

 

Press Release dated December 2, 2016.

 

6

Exhibit 10.1

 

DIRECTOR FORM

 

AT HOME GROUP INC. 2016 EQUITY INCENTIVE PLAN

NONSTATUTORY STOCK OPTION - NOTICE OF GRANT (DIRECTOR)

 

At Home Group Inc. (the “ Company ”), a Delaware corporation, hereby grants to the Optionee set forth below (the “ Optionee ”) an option (the “ Option ”) to purchase the number of Shares of common stock of the Company (“ Shares ”) set forth below at the Option Price set forth below, pursuant to the terms and conditions of this Notice of Grant (the “ Notice ”), the Nonstatutory Stock Option Award Agreement (reference number 2016-B) attached hereto as Exhibit A (the “ Award Agreement ”), and the At Home Group Inc. 2016 Equity Incentive Plan (the “ Plan ”).

 

Date of Grant :

 

[ · ]

 

 

 

Name of Optionee :

 

[ · ]

 

 

 

Number of Shares Subject to Option :

 

[ · ] Shares

 

 

 

Option Price (Price Per Share) :

 

$[ · ] (1)  per Share

 

 

 

Expiration Date :

 

7 year anniversary of the Date of Grant.

 

 

 

Vesting :

 

The Option shall vest pursuant to the terms and conditions set forth in Section 3 of the Award Agreement.

 

The Option shall be subject to the execution and return of this Notice by the Optionee to the Company within 30 days of the date hereof (including by utilizing an electronic signature and/or web-based approval and notice process or any other process as may be authorized by the Company). This Option is a non-qualified stock option and is not intended by the parties hereto to be, and shall not be treated as, an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Award Agreement or, if not defined therein, in the Plan, unless the context requires otherwise.  By executing this Notice, the Optionee acknowledges that his or her agreement to the covenants set forth in Section 7 of the Award Agreement is a material inducement to the Company in granting this Award to the Optionee.

 

This Notice may be executed by facsimile or electronic means (including, without limitation, PDF) and in one or more counterparts, each of which shall be considered an original instrument, but all of which together shall constitute one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto.

 

[Signature Page Follows]

 

(1)   Option Price to equal fair market value on date of grant.

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Notice of Grant as of the Date of Grant set forth above.

 

 

 

AT HOME GROUP INC.

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

OPTIONEE

 

 

 

 

 

By:

 

 

Name:

[ · ]

 

[SIGNATURE PAGE TO NOTICE OF DIRECTOR GRANT FOR AT HOME GROUP INC. 2016 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION]

 


 

Exhibit A

 

AT HOME GROUP INC.

2016 Equity Incentive Plan

NON-STATUTORY STOCK OPTION

DIRECTOR AWARD AGREEMENT

 

Reference Number: 2016-B

 

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (the “ Award Agreement ”) is entered into by and among At Home Group Inc. (the “ Company ”) and the individual set forth on the signature page to that certain Notice of Grant (the “ Notice ”) to which this Award Agreement is attached.  The terms and conditions of the Option granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, shall be as set forth in the Notice and this Award Agreement.  Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Notice or, if not defined therein, in the Plan, unless the context requires otherwise.

 

1.               No Right to Continued Employee Status or Consultant Service

 

Nothing contained in this Award Agreement shall confer upon the Optionee the right to the continuation of his or her Employee status, or, in the case of a Consultant or Director, to the continuation of his or her service arrangement, or in either case to interfere with the right of the Company or any of its Subsidiaries or other Affiliates to Terminate the Optionee.

 

2.               Term of Option

 

As a general matter, the Option will expire on the Expiration Date set forth in the Notice and be deemed to have been forfeited by the Optionee. As provided below, the Optionee’s right to exercise the Option may expire prior to the Expiration Date if the Optionee Terminates, including in the event of the Optionee’s Disability or death. This Award Agreement shall remain in effect until the Option has fully vested and been exercised or any unexercised portion thereof has been forfeited by the Optionee as provided in this Award Agreement. No portion of this Option shall be exercisable after the Expiration Date, or such earlier date as may be applicable, except as provided herein.

 

3.               Vesting of Option

 

Subject to the remainder of this Section 3, the Option will become fully (100%) vested upon the first anniversary of the Date of Grant, subject to the Optionee’s not having Terminated prior to such first anniversary.  If the Optionee Terminates for any reason, the portion of the Option that has not vested as of such date shall terminate upon such Termination and be deemed to have been forfeited by the Optionee without consideration.

 


 

4.               Exercise

 

Prior to the Expiration Date and at any time prior to the Optionee’s Termination, the Optionee may exercise all or a portion of the Option, to the extent vested, by giving notice in the form, to the person, and using the administrative method and the exercise procedures established by the Committee from time to time (including any procedures utilizing an electronic signature and/or web-based approval and notice process), specifying the number of Shares to be acquired. The Optionee’s right to exercise the vested portion of the Option following the date that of the Optionee’s Termination will depend on the reason for such Termination, as described in Sections 5 and 6 below.

 

The Optionee must pay to the Company at the time of exercise the amount of the Option Price for the number of Shares covered by the notice to exercise (“ Aggregate Option Price ”). The Aggregate Option Price for any Shares purchased pursuant to the exercise of an Option shall be paid in any or any combination of the following forms: (w) cash or its equivalent (e.g., a check);  (x) by making arrangements through a registered broker-dealer pursuant to cashless exercise procedures established by the Committee from time to time; (y) if permitted by the Committee in its sole discretion, the transfer, either actually or by attestation, to the Company of Shares that have been held by the Optionee for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option, such transfer to be upon such terms and conditions as determined by the Committee; or (z) in the form of other property as determined by the Committee in its sole discretion. Any Shares transferred to the Company as payment of the exercise price under an Option shall be valued at their Fair Market Value on the last business day preceding the date of exercise of such Option. In addition, at the discretion of the Committee in its sole discretion at the time of exercise, the Optionee may provide for the payment of the Aggregate Option Price through Share withholding as a result of which the number of Shares issued upon exercise of an Option would be reduced by a number of Shares having a Fair Market Value equal to the Aggregate Option Price. If requested by the Committee, the Optionee shall deliver this Award Agreement to the Company, which shall endorse thereon a notation of such exercise and return such Award Agreement to the Optionee. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded down to the nearest number of whole Shares.

 

5.               Termination of Service

 

If the Optionee incurs a Termination for any reason, whether voluntarily or involuntarily, without Cause, other than as a result of the Optionee’s death or Disability, then the portion of this Option that has previously vested but has not been exercised shall remain exercisable until, and shall terminate upon, the first to occur of (a) the end of the day that is ninety (90) days following the date of the Optionee’s Termination or, (b) the Expiration Date. If the Optionee incurs a Termination for Cause, then this Option and all rights attached hereto shall be forfeited and terminate immediately upon the effective date of such Termination for Cause.

 


 

6.               Death or Disability of the Optionee

 

Upon the Optionee’s Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until, and shall terminate upon, the first to occur of (a) the end of the day that is one (1) year after the date of the Optionee’s Termination for death or Disability, as applicable, or (b) the Expiration Date of the Option.  Until such termination of the Option, the vested portion of the Option may, to the extent that this Option has not previously been exercised by the Optionee, be exercised by the Optionee in the case of his or her Disability, or, in the case of death, by the Optionee’s personal representative or the person entitled to the Optionee’s rights under this Award Agreement.

 

7.               Prohibited Activities

 

(a)                                  No Sale or Transfer . Unless otherwise required by law, this Option shall not be (i) sold, transferred or otherwise disposed of, (ii) pledged or otherwise hypothecated or (iii) subject to attachment, execution or levy of any kind, other than by will or by the laws of descent or distribution; provided , however , that any transferred Option will be subject to all of the same terms and conditions as provided in the Plan and this Award Agreement and the Optionee’s estate or beneficiary appointed in accordance with the Plan will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority.

 

(b)                                  Right to Terminate Option and Recovery . The Optionee understands and agrees that the Company has granted this Option to the Optionee to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company.  Accordingly, if (a) the Optionee materially violates the Optionee’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Restrictive Agreement to which the Optionee is a party, or (b) the Optionee materially breaches or violates the Optionee’s obligations relating to non-disparagement under any Restrictive Agreement to which the Optionee is a party, or (c) the Optionee engages in any activity prohibited by Section 7 of this Award Agreement, or (d) the Optionee materially breaches or violates any non-solicitation obligations under any Restrictive Agreement to which the Optionee is a party, or (e) the Optionee breaches or violates any non-competition obligations under any Restrictive Agreement to which the Optionee is a party, or (f) the Optionee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice, to terminate the Option (including the vested portion of the Option), or any unexercised portion thereof, which shall be of no further force and effect.  “ Restrictive Agreement ” shall mean any agreement between the Company or any Subsidiary and the Optionee (including any prior option agreement) that contains non-competition, non-solicitation, non-hire, non-disparagement, or confidentiality restrictions applicable to the Optionee.

 

(c)                                   Other Remedies . The Optionee specifically acknowledges and agrees that its remedies under this Section 7 shall not prevent the Company or any Subsidiary from seeking injunctive or other equitable relief in connection with the Optionee’s breach of any Restrictive Agreement.  In the event that the provisions of this Section 7 should ever be deemed to exceed

 


 

the limitation provided by applicable law, then the Optionee and the Company agree that such provisions shall be reformed to set forth the maximum limitations permitted.

 

8.               No Rights as Stockholder

 

The Optionee shall have no rights as a stockholder with respect to the Shares covered by any exercise of this Option until the effective date of issuance of the Shares and the entry of the Optionee’s name as a shareholder of record on the books of the Company following exercise of this Option.

 

9.               Taxation Upon Exercise of Option; Tax Withholding; Parachute Tax Provisions

 

The Optionee understands that, upon exercise of this Option, the Optionee will recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the amount by which the Fair Market Value of the Shares, determined as of the date of exercise, exceeds the Option Price. The acceptance of the Shares by the Optionee shall constitute an agreement by the Optionee to report such income in accordance with then applicable law and to cooperate with Company and its subsidiaries in establishing the amount of such income and corresponding deduction to the Company and/or its subsidiaries for its income tax purposes.

 

The Optionee is responsible for all tax obligations that arise as a result of the exercise of this Option. The Company may withhold from any amount payable to the Optionee an amount sufficient to cover any Federal, state or local withholding taxes which may become required with respect to such exercise or take any other action it deems necessary to satisfy any income or other tax withholding requirements as a result of the exercise this Option. The Company shall have the right to require the payment of any such taxes and require that the Optionee, or the Optionee’s beneficiary, to furnish information deemed necessary by the Company to meet any tax reporting obligation as a condition to exercise or before the issuance of any Shares pursuant to this Option. The Optionee may pay his or her withholding tax obligation in connection with the exercise of the Option, by making (w) a cash payment to the Company, or (x) arrangements through a registered broker-dealer pursuant to cashless exercise procedures established by the Committee from time to time.  In addition, the Committee, in its sole discretion, may allow the Optionee, to pay his or her withholding tax obligation in connection with the exercise of the Option, by (y) having withheld a portion of the Shares then issuable to him or her upon exercise of the Option or (z) surrendering Shares that have been held by the Optionee for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Award, in each case having an aggregate Fair Market Value equal to the withholding taxes.

 

In connection with the grant of this Option, the parties wish to memorialize their agreement regarding the treatment of any potential golden parachute payments as set forth in Exhibit A attached hereto.

 


 

10.        Securities Laws; Tolling of Exercise Period Expiration

 

(a)                                  Upon the acquisition of any Shares pursuant to the exercise of the Option, the Optionee will make such written representations, warranties, and agreements as the Committee may reasonably request in order to comply with securities laws or with this Award Agreement. Optionee hereby agrees not to offer, sell or otherwise attempt to dispose of any Shares issued to the Optionee upon exercise of the Option in any way which would: (x) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of any other county) or to amend or supplement any such filing or (y) violate or cause the Company to violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, or any other Federal, state or local law, or the laws of any other country. The Company reserves the right to place restrictions on any Shares the Optionee may receive as a result of the exercise of the Option.

 

(b)                                  Notwithstanding any provision contained in this Award Agreement or the Plan to the contrary,

 

(i)                                      if, following the Optionee’s Termination, all or a portion of the exercise period applicable to the Option occurs during a time when the Optionee cannot exercise the Option without violating (w) an applicable Federal, state or local law, (x) the rules related to a blackout period declared by the Company, (y) any agreed to lock-up arrangement, or (z) other similar circumstance, in each case, the exercise period applicable to the Option will be tolled for the number of days that such prohibitions or restrictions apply, such that the exercise period will be extended by the same number of days as were subject to the prohibitions or restrictions; provided , however , that the exercise period may not be extended due to such tolling past the Expiration Date of the Option as set forth above; and

 

(ii)                                   if the Expiration Date is set to occur during a time that the Optionee cannot exercise the Option without violating an applicable Federal, state or local law (and the Option has not previously been exercised or otherwise terminated), the exercise period will be tolled until such time as the violation would no longer apply; provided , however , that the exercise period applicable to the Option in this event will be fifteen (15) days from the date such potential violation is longer applicable.

 

11.        Modification, Extension and Renewal of Options

 

This Award Agreement may not be modified, amended, terminated and no provision hereof may be waived in whole or in part except by a written agreement signed by the Company and the Optionee and no modification shall, without the consent of the Optionee, alter to the Optionee’s material detriment or materially impair any rights of the Optionee under this Award Agreement except to the extent permitted under the Plan.

 

12.        Notices

 

Unless otherwise provided herein, any notices or other communication given or made pursuant to the Notice, this Award Agreement or the Plan shall be in writing and shall be deemed to have

 


 

been duly given (i) as of the date delivered, if personally delivered (including receipted courier service) or overnight delivery service, with confirmation of receipt; (ii) on the date the delivering party receives confirmation, if delivered by facsimile to the number indicated or by email to the address indicated or through an electronic administrative system designated by the Company; (iii) one (1) business day after being sent by reputable commercial overnight delivery service courier, with confirmation of receipt; or (iv) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

 

(a)                                  If to the Company at the address below:

 

At Home Group Inc.

1600 East Plano Parkway

Plano, Texas 75074

Attn: General Counsel

Phone: (972) 265-6227

 

(b)                                  If to the Optionee, at the most recent address, facsimile number or email contained in the Company’s records.

 

13.        Award Agreement Subject to Plan and Applicable Law

 

This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of the Plan is attached hereto. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. The Plan shall control in the event there shall be any conflict between the Plan, the Notice, and this Award Agreement, and it shall control as to any matters not contained in this Award Agreement. The Committee shall have authority to make constructions of this Award Agreement, and to correct any defect or supply any omission or reconcile any inconsistency in this Award Agreement, and to prescribe rules and regulations relating to the administration of this Award and other Awards granted under the Plan.

 

This Option shall be governed by the laws of the State of Delaware, without regard to the conflicts of law principles thereof, and subject to the exclusive jurisdiction of the courts therein. The Optionee hereby consents to personal jurisdiction in any action brought in any court, federal or state, within the State of Delaware having subject matter jurisdiction in the matter.

 

14.        Headings and Capitalized Terms

 

Unless otherwise provided herein, capitalized terms used herein that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. Headings are for convenience only and are not deemed to be part of this Award Agreement. Unless otherwise indicated, any reference to a Section herein is a reference to a Section of this Award Agreement.

 


 

15.        Severability and Reformation

 

If any provision of this Award Agreement shall be determined by a court of law of competent jurisdiction to be unenforceable for any reason, such unenforceability shall not affect the enforceability of any of the remaining provisions hereof; and this Award Agreement, to the fullest extent lawful, shall be reformed and construed as if such unenforceable provision, or part thereof, had never been contained herein, and such provision or part thereof shall be reformed or construed so that it would be enforceable to the maximum extent legally possible.

 

16.        Binding Effect

 

This Award Agreement shall be binding upon the parties hereto, together with their personal executors, administrator, successors, personal representatives, heirs and permitted assigns.

 

17.        Entire Agreement

 

This Award Agreement, together with the Plan, supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement of the parties with respect to the subject matter hereof.  If there is any conflict between the Notice, this Award Agreement and the Plan, then the applicable terms of the Plan shall govern.

 

18.        Waiver

 

Waiver by any party of any breach of this Award Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of the same or a similar nature. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

 


 

Exhibit A

 

PARACHUTE TAX PROVISIONS

 

This Exhibit A sets forth the terms and provisions applicable to the Optionee pursuant to the provisions of Section 9 of the Award Agreement.  This Exhibit A shall be subject in all respects to the terms and conditions of the Award Agreement.

 

(a)                                  To the extent that the Optionee, would otherwise be eligible to receive a payment or benefit pursuant to the terms of this Award Agreement, any employment or other agreement with the Company or any Subsidiary or otherwise in connection with, or arising out of, the Optionee’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “ Parachute Payment ”), that a nationally recognized United States public accounting firm selected by the Company (the “ Accountants ”) determines, but for this sentence would be subject to excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), subject to clause (c) below, then the Company shall pay to the Optionee whichever of the following two alternative forms of payment would result in the Optionee’s receipt, on an after-tax basis, of the greater amount of the Parachute Payment notwithstanding that all or some portion of the Parachute Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Parachute Payment (a “ Full Payment ”), or (2) payment of only a part of the Parachute Payment so that the Optionee receives the largest payment possible without the imposition of the Excise Tax (a “ Reduced Payment ”).

 

(b)                                  If a reduction in the Parachute Payment is necessary pursuant to clause (a), then the reduction shall occur in the following order: (1) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; (2) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments); and (3) cancellation of acceleration of vesting of equity awards not covered under (1) above; provided , however , that in the event that acceleration of vesting of equity awards is to be cancelled, acceleration of vesting of full value awards shall be cancelled before acceleration of options and stock appreciation rights and within each class such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later equity awards shall be canceled before earlier equity awards; and provided , further , that to the extent permitted by Code Section 409A and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Code Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Optionee may designate a different order of reduction.

 

(c)                                   For purposes of determining whether any of the Parachute Payments (collectively the “ Total Payments ”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined

 


 

under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Accountants, such Total Payments (in whole or in part):  (1) do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

 

(d)                                  All determinations hereunder shall be made by the Accountants, which determinations shall be final and binding upon the Company and the Optionee.

 

(e)                                   The federal tax returns filed by the Optionee (and any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a basis consistent with the determination of the Accountants with respect to the Excise Tax payable by the Optionee.  The Optionee shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his or her federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Company, evidencing such payment ( provided that the Optionee may delete information unrelated to the Parachute Payment or Excise Tax and provided , further that the Company at all times shall treat such returns as confidential and use such return only for purpose contemplated by this paragraph).

 

(f)                                    In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Optionee shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Optionee but the Optionee shall control any other issues.  In the event that the issues are interrelated, the Optionee and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue.  In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Optionee shall permit the representative of the Company to accompany the Optionee, and the Optionee and his representative shall cooperate with the Company and its representative.

 

(g)                                   The Company shall be responsible for all charges of the Accountants.

 

(h)                                  The Company and the Optionee shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Exhibit A .

 

(i)                                      Nothing in this Exhibit A is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Optionee and the repayment obligation null and void.

 


 

(j)                                     Notwithstanding the foregoing, any payment or reimbursement made pursuant to this Exhibit A shall be paid to the Optionee promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Optionee or where no taxes are required to be remitted, the end of the Optionee’s calendar year following the Optionee’s calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation.

 

(k)                                  The provisions of this Exhibit A shall survive the termination of the Optionee’s employment with the Company for any reason and the termination of the Award Agreement.

 

Exhibit 99.1

 

 

At Home Group Inc. Announces New Director and Officers

 

Elisabeth Charles Appointed Independent Director; Peter Corsa Promoted to Chief Operating Officer and Becky Haislip Named Chief Accounting Officer

 

PLANO, Texas, December 2, 2016 — At Home Group Inc. (NYSE: HOME), the home décor superstore, today announced the appointment of a new independent director and the promotion of two of the Company’s officers. Elisabeth Charles is joining the board of directors, Peter Corsa has been promoted to Chief Operating Officer and Becky Haislip will assume the responsibilities of Chief Accounting Officer.

 

“We are pleased to welcome Elisabeth to our Board,” said Lee Bird, President and Chief Executive Officer of At Home. “Elisabeth’s extensive experience leading the marketing and consumer engagement efforts for a number of iconic, national consumer brands will be incredibly valuable as we continue to expand our footprint across the U.S. We look forward to benefiting from her expertise as we drive brand awareness and engage with customers in new and exciting ways.”

 

“I am honored to join At Home’s board,” said Elisabeth Charles. “With its unique large format, value-oriented approach to home décor and a significant opportunity to grow to at least 600 stores across the U.S., it is an exciting time to be part of the At Home journey. I look forward to working with Lee, the entire senior management team and my fellow board members to help drive further awareness of this emotionally driven brand and support the long-term growth strategy of the business.”

 

Ms. Charles brings over 25 years of marketing experience at consumer brands to the At Home board. Currently, she serves as Senior Vice President, General Manager of Old Navy Outlet and was most recently Interim Chief Marketing Officer of Old Navy.  Prior to joining Old Navy, she served as Senior Vice President/Chief Marketing Officer, Marketing and Customer Engagement at Athleta. She was also previously Chief Marketing Officer at Petco, where she led all marketing efforts including several years overseeing the e-commerce function for the pet retailer. Prior to Petco, she held leadership positions at several national consumer brands including Executive Vice President of Marketing at Victoria’s Secret Stores; Senior Vice President, Global Marketing at Herbalife; Vice President of Marketing at Ideaforest.com; as well as various marketing positions at Taco Bell and Frito Lay. Ms. Charles has received awards for her dynamic and strategic thinking, including the San Diego Advertising Association Addy Awards, the Cross Channel Marketing Top Women in Cross Channel Retailing award and high rankings in ExecRank’s Top CMO list. She is a current member of the advisory board of Origami Logic. Ms. Charles received a Bachelor of Arts in International Political Economy from the University of California, Berkeley and a Master of Business Administration from Harvard Business School.

 


 

In addition to expanding its board, At Home is pleased to elevate Peter Corsa to the position of Chief Operating Officer. Mr. Bird said: “This promotion reflects the great work Peter has done since he joined At Home as the Chief Stores Officer in March of 2013. During that time, he has been instrumental in doubling the store base and number of store employees, as well as leading the automation of our distribution center and outsourcing our transportation function. The title of Chief Operating Officer is a natural progression of the duties Peter has successfully performed for the Company and we look forward to continuing to benefit from his expertise.” Mr. Corsa will continue to be responsible for store operations, loss prevention, distribution and logistics in addition to assuming oversight of inventory planning and allocation.

 

At Home also announced that it has created a distinct position of Chief Accounting Officer and has promoted Becky Haislip to the role.  Ms. Haislip most recently served as Vice President, Controller, a position she has held since joining At Home in October 2013. Judd Nystrom, Chief Financial Officer said: “Becky’s promotion reflects the significant impact she has made on the company to build our accounting, internal controls and financial reporting functions while completing our Initial Public Offering.  Becky continues to demonstrate outstanding performance and we are pleased to have her many talents as Chief Accounting Officer to support our continued growth.”

 

About At Home Group Inc.

 

At Home, the home décor superstore, is focused on providing customers with the broadest assortment of home décor products to suit any style, any room, at any budget, for any reason to redecorate. With a wide assortment of 50,000 items throughout our stores, At Home enables customers to express themselves and create a home that reflects their personality and style, in ways big and small. As of December 2, 2016, At Home operated 123 stores in 30 states and is headquartered in Plano, Texas. For more information, visit investor.athome.com.

 

Investor Relations:
ICR, Inc.
Anne Rakunas
310.954.1113
Anne.Rakunas@icrinc.com

 

At Home Group Inc.

Bethany Perkins

972.265.1326

InvestorRelations@AtHome.com

 

Media Contact:
ICR, Inc.

Jessica Liddell

203.682.8200

Jessica.Liddell@icrinc.com

 

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