Attached files
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EX-10.1 - BOULDER BRANDS, INC. | v183783_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) May 7,
2010
SMART
BALANCE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33595
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20-2949397
|
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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115
West Century Road - Suite 260
Paramus,
New Jersey
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07652
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (201) 568-9300
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)
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¨
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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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¨
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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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) On
May 3, 2010, Robert S. Gluck resigned as the Chief Operating Officer of Smart
Balance, Inc. (the “Company”) effective
as of June 30, 2010 (the “Separation
Date”). Mr. Gluck’s term as a director of the Company will
expire at the Company’s annual meeting of stockholders to be held on May 12,
2010. Mr. Gluck will not stand for reelection as a director at the
Company’s annual meeting.
(e) In
connection with Mr. Gluck’s resignation from the Company, on May 3, 2010, the
Compensation Committee of the Board of Directors approved, and the Company
entered into, a Separation Agreement and General Release with Mr. Gluck (the
“Agreement”).
The Agreement provides Mr. Gluck with a right of revocation during the seven-day
period following May 3, 2010. Assuming Mr. Gluck does not revoke the
Agreement, the Agreement will become effective on May 11, 2010. The
payments and benefits to which Mr. Gluck is entitled under the Agreement, which
are summarized below, are generally subject to Mr. Gluck’s compliance with the
terms and conditions of the Agreement.
Pursuant
to the terms of the Agreement, Mr. Gluck’s active employment with the Company
will continue until the Separation Date, during which time the Company will pay
Mr. Gluck his salary in the time and manner that Mr. Gluck currently receives
his salary from the Company. Mr. Gluck will also be eligible to
receive a bonus for the six-month period ending on the Separation Date pursuant
to the Company’s 2010 Bonus Program under the Company’s Financial Incentive
Program in effect as of May 3, 2010. The determination of this bonus
is to be made by the Board of Directors in its sole and absolute discretion and,
if paid, shall be payable in a lump sum no later than March 15, 2011. In
addition, the Company has agreed to pay Mr. Gluck a total of $1,807,500 in cash
ratably over the 24 month period beginning July 1, 2010 (the “Severance
Period”).
In
consideration for the payments and benefits provided pursuant to the Agreement, Mr. Gluck has agreed (i) to provide
assistance to the Company through the Separation Date as the Chief Executive
Officer of the Company may request in order to promote the Company’s business
and operations and to transition Mr. Gluck’s responsibilities to others, (ii) to
make himself reasonably available to the Company during the Severance Period
with respect to any matter which Mr. Gluck has knowledge arising out of Mr.
Gluck’s employment with the Company, (iii) to make himself reasonably available
to the Company after the Severance Period with respect to any litigation matter
which Mr. Gluck has knowledge arising out of Mr. Gluck’s employment with the
Company, (iv) to forfeit all of his stock options, totaling 2,000,000 options,
(v) to a general release of claims against the
Company, its directors, officers, shareholders and certain other persons
affiliated with the Company of claims related to Mr. Gluck’s employment with the
Company, and (vi) to comply with non-competition and non-solicitation
restrictions for the Severance Period.
The
foregoing description of the Agreement is a summary, is not complete and is
qualified in its entirety by reference to the Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) | |
Exhibits. | |
10.1
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Separation
Agreement and General Release, dated as of May 3, 2010, by and between
Smart Balance, Inc. and Robert S.
Gluck.
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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.
May
7, 2010
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SMART
BALANCE, INC.
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(registrant)
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By:
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/s/
Alan S. Gever
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Alan
S. Gever
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Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1 |
Separation
Agreement and General Release, dated as of May 3, 2010, by and between
Smart Balance, Inc. and Robert S.
Gluck.
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