United States
SECURITIES AND EXCHANGE COMMISSION
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FORM
Current Report
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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.
Change in Control Agreements
On July 23, 2024, the Board of Directors (the “Board”) of Limoneira Company, a Delaware corporation (the “Company”) approved a form of change in control agreement (the “Change in Control Agreements”) to be entered into with each of the Company’s executive officers who were identified as “Named Executive Officers” (the “NEOs”) in the Company’s proxy statement filed with the Securities and Exchange Commission on February 12, 2024, as well as certain other members of management who are not NEOs (the “Management”).
Thereafter, on July 24, 2024, the Company entered into the Change in Control Agreements with its NEOs (Harold Edwards, Chief Executive Officer and Mark Palamountain, Executive Vice President, Chief Financial Officer and Treasurer). Each of the Change in Control Agreements for NEOs provides that if the NEO is terminated without cause or resigns for good reason during the period (a) commencing upon the earlier of (i) the execution by the Company of a definitive agreement, the consummation of which would constitute a change in control of the Company or (ii) ninety (90) days prior to a change in control of the Company, and (b) ending twelve (12) months after a change in control of the Company, and subject to the NEO’s execution of a release in favor of the Company, the NEO will receive: (x) a payment equal to 200% of the NEO’s base salary at the time of the change in control of the Company, to be paid in a single cash payment, and (y) COBRA continuation coverage for up to twenty-four (24) months following the separation.
Upon a termination without cause or a resignation for good reason in connection with a change in control of the Company, the Change in Control Agreements provide that certain members of Management will receive: (a) a payment equal to 100% of such employee’s base salary at the time of the Change in Control, and (b) COBRA continuation coverage for up to twelve (12) months following the separation.
The foregoing description of the Change in Control agreements is qualified in its entirety by reference to the form of Change in Control Agreement, which is included herewith as Exhibit 10.1, and is incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits
| 10.1 | Form of Change in Control Agreement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: July 24, 2024 | LIMONEIRA COMPANY | |
| By: | /s/ Mark Palamountain | |
| Mark Palamountain | ||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||