0001798100 false 0001798100 2022-11-06 2022-11-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): November 6, 2022

 

 

NETSTREIT Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland   001-39443   84-3356606

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2021 McKinney Avenue

Suite 1150

Dallas, Texas

  75201
(Address of Principal Executive Offices)   (Zip Code)

 

972-200-7100 

(Registrant’s telephone number, including area code)

 

Not applicable 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value per share

NTST The New York Stock Exchange

 

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).

 

Emerging growth company ¨

 

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.

 

Chief Financial Officer Resignation

 

Effective November 6, 2022 (the “Effective Date”), Andrew Blocher voluntarily resigned from his positions as Chief Financial Officer, Secretary and Treasurer of NETSTREIT Corp. (the “Company”). Mr. Blocher’s departure is not based on any disagreements with the Company’s accounting principles, practices or financial statement disclosures.

 

In connection with Mr. Blocher’s resignation, NETSTREIT Management, LLC entered into a Separation Agreement and General Release, dated the Effective Date, with Mr. Blocher (the “Separation Agreement”). The Separation Agreement provides for the following: (i) a payment to Mr. Blocher equal to one-times the amount of Mr. Blocher’s current base salary and anticipated 2022 bonus, or $780,000; (ii) accelerated vesting of all of Mr. Blocher’s restricted stock units (“RSUs”) issued pursuant to the Company’s Alignment of Interest Program (the “Alignment RSUs”); (ii) accelerated vesting of 56,211 of Mr. Blocher’s unvested time-based RSUs (other than the Alignment RSUs) (the “Time-Based RSUs”) and the forfeiture by Mr. Blocher of his remaining 41,023 unvested Time-Based RSUs; (iii) forfeiture of all of Mr. Blocher’s outstanding performance stock units; and (iv) a maximum of 18 months of COBRA reimbursement. In connection with the foregoing, Mr. Blocher provided a general release and waiver of all claims against the Company and will continue to be subject to certain restrictive covenants in accordance with the terms of his Amended and Restated Employment Agreement, dated February 22, 2022, by and between Mr. Blocher and NETSTREIT Management, LLC, including non-competition, non-solicitation and non-disparagement covenants. The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the Separation Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and such exhibit is incorporated herein by reference.

 

Interim Chief Financial Officer

 

On November 6, 2022, Lori Wittman, age 63, a member of the Board of Directors (the “Board”) of the Company, was appointed Interim Chief Financial Officer of the Company, effective November 7, 2022, to serve while the Board conducts a formal search process to identify and appoint a permanent Chief Financial Officer. Ms. Wittman’s biographical information is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 4, 2022, and is incorporated by reference herein. There are no arrangements or understandings between Ms. Wittman and any other persons pursuant to which she was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Ms. Wittman and any of the Company’s other directors or executive officers, and Ms. Wittman is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with Ms. Wittman’s appointment as Interim Chief Financial Officer, NETSTREIT Management, LLC entered into an offer letter, dated the Effective Date, with Ms. Wittman (the “Offer Letter”) pursuant to which Ms. Wittman will receive $75,000 per month as compensation for her service and will agree to serve for a term of six months, subject to successive one-month extensions. Notwithstanding the foregoing, Ms. Wittman’s employment with the Company is an at-will relationship that may be terminated at any time by her or the Company, for any reason. Subject to the approval of the Compensation Committee of the Board, Ms. Wittman will receive an award of Time-Based RSUs with a grant date fair value of $90,000 on substantially the same terms, and at the same time, as RSU awards made to the Company’s non-employee directors in 2023. Ms. Wittman will continue to serve as a director during the term of her employment with the Company but will not receive any compensation in respect of her Board service during that time. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Offer Letter herewith as Exhibit 10.2 to this Current Report on Form 8-K, and such exhibit is incorporated herein by reference.

 

Item 8.01. Other Events.

 

Committee Composition Changes

 

In connection with her appointment as Interim Chief Financial Officer, effective November 7, 2022, Ms. Wittman has resigned from the Audit and Nominating and Corporate Governance Committees of the Board. Michael Christodolou has been appointed chair of, and Todd Minnis has been added to, the Audit Committee effective as of November 7, 2022.

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.
   
Exhibit No.   Description
     
10.1*   Separation Agreement and General Release, dated November 6, 2022, between NETSTREIT Management, LLC and Andrew Blocher.
     
10.2*   Offer Letter, dated November 6, 2022, between NETSTREIT Management, LLC and Lori Wittman.
     
104   Cover page interactive data file (embedded within the inline XBRL document).

 

* Management contract or compensatory plan or arrangement.

 

 

 

SIGNATURE

 

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.

 

      NETSTREIT Corp.
       
  November 7, 2022   /s/ MARK MANHEIMER
  Date   Mark Manheimer
      President and Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

Separation Agreement and General Release

 

This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between NETSTREIT Management, LLC (the “Company”), and Andrew Blocher, an individual (“Executive” or “you”).

 

Recitals

 

WHEREAS, Executive has been employed by the Company as its Chief Financial Officer and Treasurer of the Company pursuant to the terms of a certain Amended and Restated Employment agreement between Executive and the Company dated February 22, 2022 (the “Executive Employment Agreement”);

 

WHEREAS, on November 6, 2022, Executive’s resignation from the Company and all officer positions held therein and at NETSTREIT Corp. became effective;

 

WHEREAS, both Executive and the Company (collectively, the “Parties”) desire and intend to amicably sever the employment relationship between them; and

 

WHEREAS, both Parties have read and understand the terms of this Agreement, and both Parties have been provided with reasonable opportunities to consult with their respective legal counsel prior to entering this Agreement.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

 

1.                   Termination of Employment. The Executive Employment Agreement is terminated and Executive’s last day of employment with the Company will be November 6, 2022 (the “Separation Date”). Executive will be paid all wages earned and payable, together with any accrued and unused paid time off (as governed by Company policy on pay at termination), through the Separation Date, subject to all applicable taxes and withholdings. Executive will be reimbursed for all necessary and reasonable business-related expenses incurred through the Separation Date, in accordance with Company policy. From and after the Separation Date, Executive shall not be, nor shall Executive represent that he is, an employee, officer, representative or agent of the Company. For the avoidance of doubt, the Parties agree that Executive’s resignation does not constitute a resignation for Good Reason as defined in the Executive Employment Agreement.

 

2.                   Severance Payment. In consideration of Executive’s agreements and undertakings in this Agreement, including but not limited to, the Release set forth in Paragraph 4 below, and provided that Executive signs and does not revoke this Agreement and that Executive fully complies with the terms of this Agreement, the Company will provide Executive with the following separation benefits (the “Separation Benefits”):

 

(a)a severance payment equal to (i) one year of Executive’s base salary as of the Separation Date in the gross amount of $375,000, less applicable withholdings and deductions and (ii) Executive’s Target Annual Bonus opportunity for the 2022 fiscal year, in the gross amount of $405,000, less applicable withholdings and deductions, payable in a lump sum within five (5) business days of the Effective Date of the Agreement (the “Severance Payment”);

 

1

 

 

(b)notwithstanding the terms of the applicable equity award agreements, accelerated vesting of 25,997 of Executive’s Alignment Restricted Stock Units, representing 100% of such unvested units;

 

(c)notwithstanding the terms of the applicable equity award agreements, accelerated vesting of 56,211 of Executive’s time-based Restricted Stock Units; and

 

(d)provided that Executive makes a valid election to continue healthcare coverage under COBRA, the Company agrees to continue to provide coverage to Executive and Executive’s dependents under its group health plan at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, Executive’s ability to pay premiums with pre-tax dollars), with the Company paying 100% of the premium for such coverage, until the earliest of (i) eighteen (18) months from the Separation Date; (ii) Executive becoming eligible for medical benefits from a subsequent employer; or (iii) Executive otherwise becoming ineligible for COBRA continuation coverage (the “COBRA Period”); provided, that Executive shall not be entitled to receive such payment toward Executive’s COBRA premiums if such payment is then impermissible under applicable law or would result in a penalty or additional tax on the Company (aside from standard taxes applicable to the payment of wages).

 

Executive acknowledges that the Separation Benefits described in this Paragraph 2 constitute consideration to which Executive would not otherwise be entitled without executing this Agreement.

 

3.                   Payment in Full Satisfaction. Executive acknowledges that the arrangements, payments and benefits described above are in lieu of and in full satisfaction of any amounts that might otherwise be payable under any contract, plan, policy or practice, past or present, of the Company, and any of its affiliates, including but not limited any discretionary bonus or severance pay. Except as specifically described in this Agreement, Executive shall not be eligible to participate or continue to participate in any employee benefit plans or compensation arrangements of the Company, or any of its affiliates, subsequent to the Separation Date, including but not limited to with respect to any bonus or incentive compensation, or severance pay. Except as specifically described in this Agreement, Executive agrees that other than the Separation Benefits, Executive has been paid all compensation, wages, bonuses, commissions due, and other consideration to which Executive may be entitled to from the Company and has been provided all leaves (paid or unpaid) to which Executive may be entitled.

 

4.                   General Release by Executive and Covenant Not to Sue.

 

(a)                In consideration of the Company’s obligations set forth in this Agreement, including but not limited to the payments and benefits described in Paragraph 2 above, Executive voluntarily, knowingly and willingly releases and forever discharges and covenants not to sue the Company, and its parents, affiliates, and subsidiaries, together with their respective present or former officers, directors, partners, shareholders, employees, agents, and each of their predecessors, successors and assigns (collectively, the “Releasees”) from any and all rights, claims, causes of action, charges, demands, damages and liabilities of every kind whatsoever, known or unknown, suspected or unsuspected, which Executive or Executive’s executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time Executive signs this Agreement (the “Release”). This Release includes, but is not limited to, any rights or claims relating in any way to Executive’s employment relationship with the Company or any of the Releasees, or the separation of Executive’s employment, any rights or claims arising under any statute or regulation, including without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the anti-retaliation provisions of the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Fair Credit Reporting Act, Section 1981 of the Civil Rights Act of 1866, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Law, the Virginia Payment of Wage Law, and any other federal, state or local law, regulation, ordinance or common law, or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, formal or informal, between the Company or any of the Releasees and Executive, including but not limited to, any claim for severance pay, attorney’s fees, costs, and/or other fringe benefit of the Company or any of the other Releasees, and any and all claims for alleged tortious, defamatory or fraudulent conduct.

 

2

 

 

(b)                Notwithstanding the forgoing, nothing in this Agreement shall serve to waive any claims or rights that, pursuant to law, cannot be waived or subject to a release of this kind, such as (i) claims for unemployment or workers’ compensation benefits; (ii) rights to vested benefits under any applicable retirement plans as of the Separation Date; (iii) claims arising under or to enforce the terms of this Agreement; (iv) any rights or claims for indemnification or defense pursuant to the Company’s bylaws, certificate of incorporation, applicable insurances, or applicable law; and/or (v) any rights or claims that may arise after the date on which Executive executes this Agreement. Moreover, nothing herein shall be construed to prohibit Executive from filing a charge with, or participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission or a comparable state or local agency (“EEOC”); provided, however, that Executive agrees and covenants to waive Executive’s right to recover monetary damages in any such EEOC charge, complaint, or lawsuit filed by Executive or by any other person, organization, or other entity on Executive’s behalf with respect to the claims released by this Agreement. Nothing in this Agreement shall prevent Executive from making disclosures that are protected under whistleblower provisions of applicable law, or from receiving an award for making such disclosures.

 

5.                   Representations. Executive hereby specifically represents, warrants, and confirms that Executive: has not made any claims or allegations to the Company related to sexual harassment or sexual abuse, and that none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse; has not filed any claims, complaints, or actions of any kind against the Releasees with any court of law, or local, state, or federal government or agency; has not engaged in and are not aware of any unlawful conduct relating to the business of the Company its parents, affiliates, and subsidiaries; and has not assigned or otherwise transferred of any interest in any claim that Executive may have against the Releasees, or any one of them. The Company hereby specifically represents, warrants, and confirms that as of the date of its execution of this Agreement, the Company is not aware of any action or inaction by Executive that would give rise to a clawback right under any applicable clawback policy or procedure of the Company or applicable law.

 

6.                   Mutual Non-disparagement. The Parties agree to abide by the Mutual Non-Disparagement provision contained in the Executive Employment Agreement.

 

7.                   Protected Activity. Nothing in this Agreement is intended to or shall preclude Executive from providing truthful information to, or participating in any investigation or proceeding conducted by, any federal, state or local government agency or self-regulatory organization; making any truthful statements or disclosures on any non-privileged subject matter in response to a valid subpoena, court order, regulatory request or other judicial, administrative, or legal process or otherwise as required by law, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order; reporting, without any prior authorization from or notification to the Company, possible violations of federal, state or local law or regulation, or any good faith allegation of criminal conduct, to any appropriate federal, state, or local official; or requesting or receiving confidential legal advice. In addition, nothing in this Agreement is intended to unlawfully impair or interfere with Executive’s rights under Section 7 of the National Labor Relations Act.

 

3

 

 

8.                   Return of Company Property. Executive agrees that he shall immediately return to the Company all files, memoranda, records, building and office access cards, ID cards, keys, access codes, computers and databases, devices, software, equipment, and other property, including but not limited to all such items containing confidential information of the Company or its affiliates, that have come into Executive’s possession or that Executive has received, acquired, or prepared in connection with Executive’s relationship with the Company. Executive further agrees that Executive will not retain any copies, duplicates, reproductions or excerpts of any property of the Company or its affiliates, including but not limited to property containing confidential information of the Company or its affiliates.

 

9.                   No Admission of Liability. Executive agrees and acknowledges that neither this Agreement, nor any of the considerations described in this Agreement, shall constitute or be interpreted as an admission of liability of any kind by the Releasees that they have acted wrongfully or unlawfully with respect to Executive or any other person, or that Executive has any rights whatsoever against the Releasees except as contained in this Agreement. The Releasees specifically disclaim any liability for any wrongful acts against Executive or any other person on the part of the Releasees, their employees, agents, officers, or representatives.

 

10.               Continuing Obligations. Executive affirms and acknowledges the post-employment obligations contained in his Executive Employment Agreement, including those contained in Paragraph 4 therein. The Company affirms and acknowledges its obligations contained in the Executive Employment Agreement that survive Executive’s separation from employment, including those contained in Paragraphs 4.7, 8.1, and 8.2.

 

11.               Review Period; ADEA Waiver; Effective Date. Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA (the “ADEA Waiver”), and that the consideration given for the ADEA Waiver is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that he has been advised, as required by the ADEA, that:

 

(a)                Executive’s ADEA Waiver does not apply to any rights or claims that may arise after the date that Executive signs this Agreement;

 

(b)                Executive should consult with an attorney prior to signing this Agreement, although Executive may choose to voluntarily not to do so;

 

(c)                Executive will have a period of twenty-one (21) days to review this Agreement and consider whether to sign it (the “Review Period”). However, Executive may sign this Agreement prior to the expiration of the Review Period, if he wishes to do so;

 

4

 

 

(d)                Once Executive has signed this Agreement, Executive will have a period of seven (7) additional days from the date Executive signs it to revoke Executive’s consent to the Agreement (the “Revocation Period”). To revoke this Agreement, Executive must do so in writing and deliver Executive’s written revocation by email within the Revocation Period to Mark Manheimer.

 

(e)                This Agreement will not become effective until the eighth (8th) day after the date Executive has signed it and returned it to the Company, assuming that Executive has not revoked Executive’s consent prior to expiration of the Revocation Period (the “Effective Date”). Executive acknowledges and agrees that, in the event Executive does not sign this Agreement within the Review Period or if Executive revokes his consent to the Agreement during the Revocation Period, this Agreement shall have no force or effect, and Executive shall have no right to receive the consideration or benefits described in this Agreement.

 

12.               Consultation with an Attorney. The Company advises Executive to consult with an attorney of Executive’s choice prior to signing this Agreement. This Agreement constitutes a binding legal instrument affecting significant rights. Executive understands and agrees that Executive has the right and has been given the opportunity to review this Agreement and, specifically, the Release set forth in Paragraph 4 above, with an attorney of Executive’s choice should Executive so desire. Executive also understands and agrees that absent Executive’s acceptance of the terms of this Agreement, the Company is under no obligation to offer Executive the Separation Benefits described in Paragraph 2, and that Executive is under no obligation to consent to the Release in Paragraph 4.

 

13.              Choice of law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Virginia without regard to conflicts of law principles. Each party hereto submits to the exclusive jurisdiction of the state and federal courts located in the State of Virginia for any action or proceeding to enforce this Agreement.

 

14.               Entire Agreement; Modification and Waiver. Executive understands and agrees that the terms and conditions described in this Agreement set forth the entire agreement and understanding and replaces, and supersedes, any previous oral or written understandings between Executive and the Company on each the subjects addressed in this Agreement, however, if Executive has previously signed an agreement or agreements containing confidentiality, trade secret, non-solicitation, non-competition inventions, and/or other similar provisions, including those contained in Executive’s Executive Employment Agreement, Executive’s obligations under such agreement(s) continue in full force and effect according to their terms and survive the termination of Executive’s employment from the Company. Executive also understands and agrees that this Agreement may only be modified by written agreement signed by both Executive and an authorized representative of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

 

15.               Counterparts. Executive agrees that this Agreement may be executed in counterparts, each of which shall be deemed an original, and that all counterparts so executed shall constitute one Agreement binding on both Executive and the Company, notwithstanding that Executive and the Company are not signatory to the same counterpart. This Agreement may be executed either by original, facsimile, or electronic copy, each of which will be equally binding.

 

5

 

 

16.               Voluntary and Knowing Execution of this Agreement. Executive acknowledges and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims that Executive may lawfully waive against the Company and any of the other Releasees. Executive further acknowledges that: (a) Executive has read this Agreement; (b) Executive has been represented in the negotiation and execution of this Agreement by legal counsel of his own choice; (c) Executive understands the terms and conditions of this Agreement, including any rights or claims Executive is surrendering or releasing through this Agreement; and (d) Executive is fully aware of the legal and binding effect of this Agreement. 

 

[SIGNATURE PAGE FOLLOWS]

 

6

 

 

[SIGNATURE PAGE TO SEPARATION AGREEMENT AND RELEASE] 

 

By their signatures, the Company and Executive agree to be bound by the foregoing terms of this Agreement. 

 

/s/ Andrew Blocher   NETSTREIT Management, LLC
Andrew Blocher    
     
    By: /s/ Mark Manheimer
    Name: Mark Manheimer
    Title: President
     
November 6, 2022   November 6, 2022
Date   Date

 

7

 

 

Exhibit 10.2

 

NETSTREIT Corp. 

2021 McKinney Avenue 

Suite 1150 

Dallas, TX 75201

 

November 6, 2022

 

Lori Wittman 

[Omitted]

 

Re:           Interim Chief Financial Officer Employment Terms

 

Dear Lori:

 

NETSTREIT Management, LLC is pleased to offer you employment as the Interim Chief Financial Officer (“Interim CFO”) of NETSTREIT Corp. (the “Company”), beginning on November 7, 2022 (the “Start Date”).

 

Position

 

As Interim CFO, you will be responsible for performing such duties as are assigned to you from time to time as are commensurate with such position at similarly-situated companies, and such additional duties as the Company’s Chief Executive Officer may reasonably assign. You will work remotely from your home office in Highland Park, Illinois, subject to required travel where appropriate to execute your duties as Interim CFO.

 

During your employment, you shall devote all of your business time and attention to the business and affairs of the Company, shall comply with the lawful and reasonable directives given to you by the Chief Executive Officer and the Company’s Board of Directors (the “Board”), and shall discharge your duties in accordance with all laws and regulations governing the Company. As a Company employee, you will be expected to abide by all Company rules and policies.

 

Term

 

The initial term of your employment shall be for a period of six (6) months, with the option for successive one (1) month extensions upon written agreement by you and the Company’s Chief Executive Officer. Notwithstanding, you and the Company agree that your employment shall be “at-will” meaning that either you or the Company may terminate your employment at any time, with or without cause. The at-will status of your employment can only be modified in a written agreement signed by you and the Chief Executive Officer.

 

Board Service

 

It is understood and acknowledged that you will continue to serve as a member of the Board during the term of your employment with the Company and will not receive any compensation in respect of your Board service during such time.

 

 

 

Compensation and Expense Reimbursement

  

Your initial base salary will be paid at the rate of $75,000 per month, less applicable payroll deductions and withholdings, paid on the Company’s normal payroll schedule. In addition, subject to approval of the Compensation Committee of the Board, you shall receive an award of restricted stock units pursuant to the Company’s 2019 Omnibus Incentive Plan (the “Plan”) with an aggregate grant date fair value of $90,000 (the “RSU Grant”), with such RSU Grant to be made on substantially the same terms, and at the same time, as the 2023 annual restricted stock unit grants to be made to the Company’s non-employee directors, which is expected to occur in February 2023. The RSU Grant will be governed by the terms and conditions of the Plan and the applicable award agreement thereunder.

 

You are authorized to incur reasonable expenses in carrying out your duties on behalf of the Company and shall be reimbursed for all reasonable business expenses (including, without limitation, for required travel) incurred during your employment in accordance with the Company’s expense reimbursement policy.

 

Conflicts of Interest

 

During your employment, you shall use your best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit, which would conflict or interfere with the performance of your duties and responsibilities to the Company; provided, however, that the foregoing shall not restrict you from (a) managing passive investments for personal and family accounts in accordance with the Company’s compliance procedures, or (b) serving on civic or charitable boards or committees, provided, that such activities do not interfere with the performance of your duties and responsibilities to the Company. Notwithstanding anything herein to the contrary, you shall not become a director of any for-profit entity without first receiving the written approval of the Board.

 

Confidential Information and Non-Disclosure

 

You agree and understand that in your position with the Company, you will be exposed to and will receive information relating to the confidential affairs of the Company, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company and other forms of information considered by the Company to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”).

 

Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to your disclosure or disclosure by a third party who is known by you to owe the Company an obligation of confidentiality with respect to such information. You agree that at all times during your employment with the Company and thereafter, you shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with your employment with the Company, unless required by law to disclose such information, in which case you shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of your employment with the Company for any reason, you shall promptly supply to the Company all property, computers, tablets, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards (including credit cards), surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to you during or prior to your employment with the Company, and any copies thereof in your (or reasonably capable of being reduced to your) possession.

 

Page 2

 

  

Notwithstanding the foregoing or anything to the contrary herein, you shall be entitled to provide, without breaching your obligations to the Company and without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testify or participate in any investigation or proceeding by any governmental or administrative authorities, and for purpose of clarity, you are not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

 

Indemnification

 

You shall be indemnified by the Company as provided in Company’s Bylaws and Certification of Incorporation, and pursuant to applicable law. This indemnity shall not apply to your acts of willful misconduct or gross negligence. You shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

 

Representations

 

By signing this letter you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company.

 

Conditions, Dispute Resolution, and Complete Agreement

 

If the Company informs you that you are required to complete a background check, this offer is contingent upon satisfactory clearance of such background check. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

 

Page 3

 

 

To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this agreement, your employment with the Company, or the termination of your employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16 (“FAA”), to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes before a single arbitrator (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding; provided that, nothing in this paragraph precludes you from filing charges or complaints with the National Labor Relations Board, the Equal Employment Opportunity Commission, or other similar administrative agency.  In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity.  The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding.  To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.  This agreement to arbitrate shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, sexual assault disputes and sexual harassment disputes as defined in the FAA, claims for discrimination, harassment, or retaliation that are actionable under Article 2 of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, or any other related state or federal rule or law that is enforced by the Illinois Department of Human Rights or the Equal Employment Opportunity Commission, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the FAA or otherwise invalid (collectively, the “Excluded Claims”).  In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.  You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by the arbitrator.  Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator.  The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all JAMS’ arbitration fees.  Each party is responsible for its own attorneys’ fees, except as expressly set forth in your Employee Confidential Information and Inventions Assignment Agreement. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. Nothing in this paragraph prohibits, prevents, or otherwise restricts you or the Company from reporting any allegations of unlawful conduct to federal, state, or local officials for investigation, including, but not limited to, alleged criminal conduct or unlawful employment practices.

 

Entire Agreement

 

This letter forms the complete and exclusive statement of your employment with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.

 

*         *         *

 

Page 4

 

 

Please sign and date this letter and return it to me by November 6, 2022, if you wish to accept employment at the Company under the terms described above.

 

We look forward to your favorable reply and to a productive and enjoyable work relationship.

 

Sincerely,

 

NETSTREIT Management, LLC

 

 

/s/ Mark Manheimer    

Mark Manheimer

President

   
     
Understood and Accepted:    
     
     
/s/ Lori Wittman   November 6, 2022
Lori Wittman   Date

 

Page 5