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): October 2, 2020 (October 1, 2020)

TARGET HOSPITALITY CORP.
(Exact Name of Registrant as Specified in Its Charter)

001-38343
(Commission File Number)

Delaware
98-1378631
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

2170 Buckthorne Place, Suite 440
The Woodlands, Texas 77380
(Address of principal executive offices, including zip code)

(800) 832-4242
(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, par value $0.0001 per share

TH

The Nasdaq Stock Market LLC
Warrants to purchase common stock

THWWW

The Nasdaq Stock Market LLC

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.

(e) Compensatory Arrangements of Certain Officers

As previously disclosed, effective April 1, 2020, Target Hospitality Corp. (the “Company”) adopted a Salary Reduction Award Program (the “Salary Program”) pursuant to which the Company reduced the base salary paid to certain of its named executive officers. The Salary Program was scheduled to run from April 1, 2020 through December 31, 2020. On October 1, 2020, the Company entered into agreements (the “Salary Program Termination Agreements”) with each named executive officer participant following the decision by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) to terminate the Salary Program. Pursuant to the Salary Program, the Company previously issued awards of Restricted Stock Units (“RSUs”) to each participating named executive officer with a value equal to his or her reduced compensation under the Salary Program, which awards vest on the dates that the reduced compensation payments would have been made.

Pursuant to the Salary Program Termination Agreements, the Company will recommence payment of 100% of the base salary of each participating named executive officer, effective October 1, 2020, and each participating named executive officer agreed to forfeit RSUs awarded to him or her pursuant to the Salary Program scheduled to vest  on or after October 1, 2020.

A copy of the form of Salary Program Termination Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01
Other Events.

As previously disclosed, effective April 1, 2020 and concurrent with the adoption of the Salary Program, the Company implemented the Director Retainer Reduction Equity Award Program (the “Director Retainer Program”), pursuant to which the Company reduced the cash retainer paid to each non-employee director by 20% for the period from April 1, 2020 through December 31, 2020. On October 1, 2020, concurrent with approval of the termination of the Salary Program, the Company entered into agreements (the “Director Retainer Program Termination Agreements”) with each of its non-employee directors following the decision by the Compensation Committee to terminate the Director Retainer Program. Pursuant to the Director Retainer Program, the Company previously issued awards of RSUs to each non-employee director with a value equal to his or her reduced director fees, which awards vest on the dates that the reduced director fee payments would have been made.

Pursuant to the Director Retainer Program Termination Agreements, the Company will recommence payment of 100% of the director fees of each non-employee director, effective October 1, 2020, and each non-employee director agreed to forfeit RSUs awarded to him or her pursuant to the Director Retainer Program scheduled to vest on or after October 1, 2020.

A copy of the form of Director Retainer Program Termination Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.
 
Exhibit Description




 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
Target Hospitality Corp.
 
 
 
By:
/s/ Heidi D. Lewis
Dated: October 2, 2020
 
Name: Heidi D. Lewis
 
 
Title: Executive Vice President, General Counsel
and Secretary
 
 




Exhibit 10.1

TARGET HOSPITALITY CORP.
2019 INCENTIVE AWARD PLAN
FORM OF EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT TERMINATION AGREEMENT
This Restricted Stock Unit Award Agreement Termination Agreement (this “Agreement”), dated effective as of the  day of , 2020 (the “Effective Date”), is entered into by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and ______________ (the “Participant”).
Recitals
WHEREAS, the Target Hospitality Corp. 2019 Incentive Award Plan (the “Plan”) permits the Company to award Restricted Stock Units to its employees;
WHEREAS, the Participant previously agreed to have a portion of Participant’s Base Salary for the calendar year ending December 31, 2020 converted into an award of Restricted Stock Units (the “RSUs”), which RSUs are subject to a monthly vesting schedule during the period between April 1, 2020 and December 31, 2020, as provided in the Restricted Stock Unit Award Agreement under the 2020 Salary Reduction Program (the “Award Agreement”);
WHEREAS, the Participant and Target Logistics Management, LLC, are parties to an Employment Agreement dated ____________ (the “Employment Agreement”); and
WHEREAS, the Company and the Participant have agreed that (i) the Participant shall forfeit the remainder of the currently unvested RSUs; and (ii) the Company shall recommence payment of one hundred percent (100%) of the Participant’s Base Salary for the remaining portion of the calendar year ending December 31, 2020.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the Company and the Participant hereby agree as follows:
1. Cancellation of Restricted Stock Units.  The Participant’s right, title and interest in and to that portion of the RSUs scheduled to become vested during the period between October 1, 2020 and December 31, 2020 (the “Cancelled RSUs”) is hereby cancelled and terminated, rendered null and void, and shall have no further force and effect as of the Effective Date.  The Participant acknowledges and agrees that the Participant and the Participant’s estate, heirs, legatees, predecessors, successors, representatives, agents and assigns shall have no right whatsoever to receive shares of the Company’s common stock with respect to the Cancelled RSUs and further acknowledges on behalf of all such parties that the consideration provided in this Agreement shall be in full satisfaction of any and all rights the Participant may have with respect to the Cancelled RSUs.
2. Base Salary Payments.  The Participant shall be entitled to receive one hundred percent (100%) of the Participant’s Base Salary amount payable under Section 5.2(a) of the Employment Agreement for the period between October 1, 2020 and December 31, 2020.
1
3. Acknowledgement.  The Participant hereby acknowledges that the Participant has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on the Participant’s own judgment. By executing this Agreement, the Participant expressly represents that the Participant has read this Agreement, understands its terms and has had an opportunity to seek legal counsel regarding this Agreement.
4. Representation.  The Participant hereby represents that (i) the Participant has ownership and good title to the Cancelled RSUs and has not transferred or attempted to transfer such Cancelled RSUs to any other party, (ii) the Participant has full power and authority to enter into and deliver this Agreement, (iii) the Participant has not assigned any rights under the Award Agreement or the Plan, and (iv) this Agreement is enforceable against the Participant in accordance with its terms.
5. Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
6. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the internal substantive laws of the State of Texas, without giving effect to the principles of conflicts of law.
7. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Company and the Participant and, in the case of the Participant, shall also be binding upon the Participant’s successors and assigns and is not intended to confer upon any other Person any rights or remedies hereunder.
8. Other Agreements. This Agreement represents the final agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten agreements between the parties as to the subject matter hereof.
9. Modification.  This Agreement may be modified only by a written agreement signed by both parties.
10. Multiple Counterparts. This Agreement may be executed in two counterparts, each of which for all purposes is to be deemed an original, but all of which shall constitute, collectively, one agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above.
TARGET HOSPITALITY CORP.


By: 
Name: 
Title: 


PARTICIPANT


  
[Name]


3

Exhibit 10.2

TARGET HOSPITALITY CORP.
2019 INCENTIVE AWARD PLAN
FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS TERMINATION AGREEMENT
This Restricted Stock Unit Agreement for Non-Employee Directors Termination Agreement (this “Agreement”), dated effective as of the  day of , 2020 (the “Effective Date”), is entered into by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and ______________ (the “Participant”).
Recitals
WHEREAS, the Target Hospitality Corp. 2019 Incentive Award Plan (the “Plan”) permits the Company to award Restricted Stock Units to its employees and non-employee directors;
WHEREAS, the Board of Directors of the Company (the “Board”) previously elected to reduce non-employee director fees and to instead issue an award of Restricted Stock Units (the “RSUs”), which RSUs are subject to a vesting schedule based on the payment schedule for such director fees during the period between April 1, 2020 and December 31, 2020, as provided in the Restricted Stock Unit Agreement for Non-Employee Directors under the 2020 Salary Reduction Program (the “Award Agreement”); and
WHEREAS, the Board and the Participant have agreed that (i) the Participant shall forfeit the portion of the unvested RSUs which would become vested on December 31, 2020; and (ii) the Company shall recommence payment of one hundred percent (100%) of the Participant’s director fees for the period between October 1, 2020 and December 31, 2020.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the Company and the Participant hereby agree as follows:
1. Cancellation of Restricted Stock Units.  The Participant’s right, title and interest in and to that portion of the RSUs (the “Cancelled RSUs”) scheduled to become vested on December 31, 2020 is hereby cancelled and terminated, rendered null and void, and shall have no further force and effect as of the Effective Date.  The cancellation shall be applied to that portion of the unvested RSUs which would become vested on December 31, 2020.  The Participant acknowledges and agrees that the Participant and the Participant’s estate, heirs, legatees, predecessors, successors, representatives, agents and assigns shall have no right whatsoever to receive shares of the Company’s common stock with respect to the Cancelled RSUs and further acknowledges on behalf of all such parties that the consideration provided in this Agreement shall be in full satisfaction of any and all rights the Participant may have with respect to the Cancelled RSUs.
2. Director Fee Payments.  The Participant shall be entitled to receive one hundred percent (100%) of the Participant’s director fees for the period between October 1, 2020 and December 31, 2020.
1
3. Acknowledgement.  The Participant hereby acknowledges that the Participant has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on the Participant’s own judgment. By executing this Agreement, the Participant expressly represents that the Participant has read this Agreement, understands its terms and has had an opportunity to seek legal counsel regarding this Agreement.
4. Representation.  The Participant hereby represents that, except as approved by the Board, (i) the Participant has ownership and good title to the Cancelled RSUs and has not transferred or attempted to transfer such Cancelled RSUs to any other party, (ii) the Participant has full power and authority to enter into and deliver this Agreement, (iii) the Participant has not assigned any rights under the Award Agreement or the Plan, and (iv) this Agreement is enforceable against the Participant in accordance with its terms.
5. Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
6. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the internal substantive laws of the State of Texas, without giving effect to the principles of conflicts of law.
7. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Company and the Participant and, in the case of the Participant, shall also be binding upon the Participant’s successors and assigns and is not intended to confer upon any other Person any rights or remedies hereunder.
8. Other Agreements. This Agreement represents the final agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten agreements between the parties as to the subject matter hereof.
9. Modification.  This Agreement may be modified only by a written agreement signed by both parties.
10. Multiple Counterparts. This Agreement may be executed in two counterparts, each of which for all purposes is to be deemed an original, but all of which shall constitute, collectively, one agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above.
TARGET HOSPITALITY CORP.


By: 
Name: 
Title: 


PARTICIPANT


  
[Name]


3