Attached files
| file | filename |
|---|---|
| EX-99 - EMPLOYMENT AGREEMENT - SMITH MIDLAND CORP | smid_ex101.htm |
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 12,
2020
SMITH-MIDLAND
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
1-13752
(Commission
File Number)
54-1727060
(I.R.S.
Employer Identification Number)
P.O.
Box 300, 5119 Catlett Road
Midland, Virginia
22728
(Address of
principal executive offices)
(504)
439-3266
(Registrant’s
telephone number, including area code)
☐
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))
|
Title
of each class
|
Trading
Symbol
|
Name of
each exchange on which registered
|
|
Common
Stock, $0.01 par value per share
|
SMID
|
The
NASDAQ Capital Market
|
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.
On
November 12, 2020, Smith-Midland Corporation (the
“Company”) executed an Employment Agreement (the
“Employment Agreement”), dated as of November 11, 2020,
with Ashley B. Smith pursuant to which Mr. Smith will continue to
serve as the Chief Executive Officer and President of the
Company.
The Employment Agreement is for a term of three
years commencing on November 11, 2020 (the “Effective
Date”) through and including November 10, 2023 (the
“Employment Period”), subject to early termination as
provided therein. Commencing on the first anniversary of the
Effective Date, and on each annual anniversary thereafter (such
date and each annual anniversary thereof shall be hereinafter
referred to as the “Renewal Date”), unless previously
terminated, the Employment Period shall be automatically extended
so as to terminate three years from such Renewal Date, unless at
least 180 days prior to the Renewal Date the Company shall give
notice to Mr. Smith, or Mr. Smith shall give notice to the Company,
that the Employment Period shall not be so extended. The Employment Agreement provides for a base
salary (“Base Salary”) of $300,000 per year,
with an increase of no less than 3% per annum. Mr. Smith’s Base Salary shall
be reviewed annually by the Compensation Committee of the Board of
Directors (the “Compensation Committee”) pursuant to
its normal performance review policies for senior executives and
may be increased but not decreased. Mr. Smith is also entitled to
receive an annual bonus incentive payment (the “Incentive
Bonus Payment”) as determined by the Compensation Committee
in its discretion and, if applicable, in accordance with the terms
of any applicable incentive plan of the Company and subject to the
achievement of any performance goals established by the
Compensation Committee with respect to such fiscal year. Mr. Smith
shall also be eligible to participate in long term cash and equity
incentive plans and programs applicable to senior officers of the
Company.
The Employment Agreement contains certain
provisions providing for severance payments to Mr. Smith in the
event that he is terminated by the Company without cause or by Mr.
Smith for Good Reason (generally, for material diminution in Mr.
Smith’s Base Salary, target Incentive Bonus Payment,
or position, authority, duties or
responsibilities, relocation of
Mr. Smith’s principal place of business to a location more
than 30 miles from Mr. Smith’s principal place of
business or material breach by the
Company of the Employment Agreement). The payment to Mr. Smith is
greater in the event that such termination without cause or for
Good Reason is within 24 months after a change of control of the
Company. Under the Employment Agreement, Mr. Smith is also subject
to non-competition and non-solicitation restrictions during the
Employment Period and for a period of two years
thereafter.
The
foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the
text of the Employment Agreement with Mr. Smith, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits
|
Exhibit No.
|
Exhibit Description
|
|
Employment
Agreement, dated as of November 11, 2020, between the Company and
Ashley B. Smith
|
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.
|
|
SMITH-MIDLAND
CORPORATION
|
|
|
|
|
|
|
|
|
Date:
November 17,
2020
|
By:
|
/s/ Adam J.
Krick
|
|
|
|
|
Adam J.
Krick
|
|
|
|
|
Chief
Financial Officer
|
|