UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2010
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Silverleaf Resorts, Inc.
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(Exact name of registrant as specified in its charter)
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Texas
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(State or other jurisdiction of incorporation)
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1-13003
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75-2259890
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(Commission File Number)
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(IRS Employer Identification Number)
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1221 River Bend Drive, Suite 120, Dallas, Texas
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75247
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(Address of principal executive offices)
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(Zip Code)
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214-631-1166
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(Registrant’s telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
This amendment is being filed to correct the termination dates of the employment agreements entered into with Sharon K. Brayfield, David T. O’Connor and Thomas J. Morris and to provide additional information about the employment agreement with Harry J. White, Jr. The employment agreements terminate on December 31, 2011.
On March 3, 2010, Silverleaf Resorts, Inc. (the “Registrant”) entered into written extensions of existing employment agreements (the “Employment Agreements”) with its Chief Executive Officer and certain of its Named Executive Officers as defined by Item 402(c) of Regulation S-K. These officers are Robert E. Mead, Sharon K. Brayfield, David T. O’Connor and Thomas J. Morris. As extended, the Employment Agreements will now terminate on December 31, 2011; except that Mr. Mead’s Employment Agreement will expire on December 31, 2010. Each of the extensions is effective as of January 1, 2010.
On March 3, 2010, the Registrant also entered into an employment agreement with Harry J. White, Jr., the Registrant’s Chief Financial Officer. Mr. White will be paid an annual salary of $325,000 and will receive the standard employee benefits paid by the Registrant to its executive management team. He will also be eligible to receive such bonuses and other compensation as may be determined from time to time by the Compensation Committee. The Employment Agreement is effective as of January 1, 2010. The Employment Agreement with Mr. White will terminate on December 31, 2011.
The terms and conditions of Mr. White’s employment agreement and the extensions of the employment agreements with the other executive officers were approved by the Compensation Committee of the Registrant’s Board of Directors. Each member of the Compensation Committee of the Board of Directors is deemed to be an “independent director” under Rule 10A-3 of the Securities Exchange Act and applicable rules of the NASDAQ Stock Market, LLC.
The Named Executive Officers, their positions with Silverleaf and the base compensation paid to them under their respective employment agreements are:
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Named
Executive Officer
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Title
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Base Annual
Compensation
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Robert E. Mead
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Chairman of the Board, Chief Executive Officer and President
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$925,000
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Harry J. White, Jr.
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Chief Financial Officer
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$325,000
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Sharon K. Brayfield
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President — Owner Based Marketing and Sales Administration
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$475,000
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David T. O’Connor
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Senior Executive Vice President – Sales
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No base salary, compensation structure based on percentage of sales
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Thomas J. Morris
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Executive Vice President – Capital Markets and Strategic Planning
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$325,000
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Registrant’s responses to Item 1.01 of this Form 8-K/A are hereby incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description of Exhibit
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10.1
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Extension of Amended and Restated Employment Agreement between the Registrant and Robert E. Mead (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant on March 5, 2010).
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10.2
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Employment Agreement between the Registrant and Harry J. White, Jr. (incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Registrant on March 5, 2010).
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10.3
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Extension of Amended and Restated Employment Agreement between the Registrant and Sharon K. Brayfield (incorporated by reference to Exhibit 10.3 to Form 8-K filed by the Registrant on March 5, 2010).
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10.4
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Extension of Employment Agreement between the Registrant and David T. O’Connor (incorporated by reference to Exhibit 10.4 to Form 8-K filed by the Registrant on March 5, 2010).
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10.5
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Extension of Amended and Restated Employment Agreement between the Registrant and Thomas J. Morris (incorporated by reference to Exhibit 10.5 to Form 8-K filed by the Registrant on March 5, 2010).
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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.
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DATE: March 25, 2010
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SILVERLEAF RESORTS, INC.
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By:
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/S/ HARRY J. WHITE, JR.
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Name:
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Harry J. White, Jr.
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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10.1
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Extension of Amended and Restated Employment Agreement between the Registrant and Robert E. Mead (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant on March 5, 2010).
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10.2
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Employment Agreement between the Registrant and Harry J. White, Jr. (incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Registrant on March 5, 2010).
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10.3
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Extension of Amended and Restated Employment Agreement between the Registrant and Sharon K. Brayfield (incorporated by reference to Exhibit 10.3 to Form 8-K filed by the Registrant on March 5, 2010).
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10.4
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Extension of Employment Agreement between the Registrant and David T. O’Connor (incorporated by reference to Exhibit 10.4 to Form 8-K filed by the Registrant on March 5, 2010).
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10.5
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Extension of Amended and Restated Employment Agreement between the Registrant and Thomas J. Morris (incorporated by reference to Exhibit 10.5 to Form 8-K filed by the Registrant on March 5, 2010).
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