8-K

UNITED STATES

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): November 4, 2015

Jason Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36051	46- 2888322
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

411 East Wisconsin Avenue, Suite 2100

Milwaukee, Wisconsin 53202

(Address of Principal executive offices, including Zip Code)

(414) 277-9300

(Registrant’s telephone number, including area code)

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Executive Officer.  On November 6, 2015, the Board of Directors (the “Board”) of Jason Industries, Inc. (the “Company”) appointed Jeffry N. Quinn as interim Chief Executive Officer effective immediately.  Mr. Quinn will remain Chairman of the Board, but will no longer serve as a member of the Company’s Corporate Governance and Nominating Committee. 

Mr. Quinn succeeds David C. Westgate, who agreed to resign from the Company and the Board on November 6, 2015. 

Mr. Quinn, age 56, will serve as interim Chief Executive Officer while the Board conducts a search for a new Chief Executive Officer. 

Prior to the Company’s business combination transaction, which was completed on June 30, 2014, Mr. Quinn served as its President, Chief Executive Officer and Chairman from inception in May 2013 until June 30, 2014. He is also the founder, Chairman, Chief Executive Officer and Managing Member of Quinpario Partners LLC, an investment, operating and management firm, and has served in such roles since 2012. Prior to forming Quinpario Partners LLC, Mr. Quinn was President, Chief Executive Officer and Chairman of the Board of Solutia Inc. (formerly NYSE: SOA), a global specialty chemical and performance materials company. From 2004 to 2012, Mr. Quinn served as the President and Chief Executive Officer of Solutia, and served as the Chairman of the Board from 2006 to 2012. Mr. Quinn currently serves as Chairman of the Human Resources and Compensation Committee of Tronox Limited (NYSE: TROX), as a member of the Compensation and Strategy Committees of Ferro Corporation (NYSE: FOE) and as Chairman of the Compensation Committee and as a member of the Audit, Nominating and Governance and Corporate Responsibility Committees of W.R. Grace & Co. (NYSE: GRA). Mr. Quinn is also the Chairman of the Board of Quinpario Acquisition Corp. 2 (NASDAQ: QPACU), a blank check company formed for the purpose of entering into a business combination.

The Company entered into an Interim Services Agreement dated as of November 8, 2015 (the “Agreement”), with Mr. Quinn related to his service as interim Chief Executive Officer.  Mr. Quinn will receive a monthly fee of $100,000 pursuant to the terms of the Agreement. Mr. Quinn will also receive reimbursement of expenses, including reasonable temporary housing expenses and travel expenses. The Agreement is for a six month period, unless terminated earlier pursuant to the terms of the Agreement. During the term of the Agreement, Mr. Quinn will not receive director or Chairman fees under the Company’s director compensation arrangements.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.  The Company previously entered into its standard form of indemnification agreement with Mr. Quinn, which was filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on July 7, 2014.

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A copy of the Company’s press release related to the appointment of Mr. Quinn as interim Chief Executive Officer is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

On November 10, 2015, the Company entered into a General Release with Mr. Westgate in connection with his resignation. In the General Release, Mr. Westgate agreed to a waiver and release of all claims arising from his employment with the Company and the Company agreed that in addition to benefits accrued, but not paid, as of the date of Mr. Westgate’s resignation, he will receive $4,077,000, which is equal to two (2) times the total of his base salary and target bonus for fiscal 2015, to be paid in monthly installments for a period of twelve (12) months following his resignation date set forth in the General Release, and he will also receive a pro rata bonus amount equal to $182,271, payable in a cash lump sum within sixty (60) days following his resignation date set forth in the General Release. These payments are equal to the amounts payable as a result of a termination without cause pursuant to his employment agreement. The Company will pay the employer portion of Mr. Westgate’s health insurance, and he will also receive the continuation of life insurance benefits, long-term disability, long-term care and accidental death and dismemberment insurance, for the shorter of 18 months or until he becomes eligible for such benefits under another plan.

Mr. Westgate’s outstanding restricted stock units (“RSUs”) will be treated as follows: (i) all time-vesting RSUs will vest as of his resignation date set forth in the General Release; (ii) all stock price-vesting RSUs will remain outstanding and will continue to be eligible to vest for a period of one year following his resignation date set forth in the General Release; and (iii) a pro-rated portion of his adjusted EBITDA-vesting RSUs (based on the number days served during the performance period) will remain outstanding and will be eligible to vest based on Company performance during the three-year performance period.

The foregoing description of the arrangements with Mr. Westgate does not purport to be complete and is qualified in its entirety by reference to the complete text of the General Release, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Resignation of Directors. On November 4, 2015, Robert H. Jenkins resigned as a director of the Company effective immediately. At the time of his resignation, Mr. Jenkins was a member of the Compensation Committee and the Corporate Governance and Nominating Committee. In Mr. Jenkin’s resignation letter, he stated that his resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 6, 2015, Vincent L. Martin resigned as a director of the Company effective immediately. At the time of his resignation, Mr. Martin was a member of the Corporate Governance and Nominating Committee. In his letter of resignation, Mr. Martin stated that he was strongly opposed to the Chief Executive Officer change.

The description of Mr. Martin’s letter of resignation is qualified in its entirety by reference to the full text of such letter, which is attached to this Current Report on Form 8-K as Exhibit 17.1.

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The Company has provided Mr. Martin with a copy of this Current Report on Form 8-K, and has advised him of his opportunity to furnish the Company as promptly as possible with a letter stating whether he agrees with the statements made in this Current Report on Form 8-K, and, if not, stating the respects in which he does not agree. The Company will file any letter received from Mr. Martin as an exhibit by an amendment to this Current Report on Form 8-K as and to the extent required by Item 5.02(a)(3) of Form 8-K.

Item 9.01.     Financial Statements and Exhibits.

(d)    Exhibits. The following exhibit is being filed herewith:

Exhibit No.Description

10.1 Interim Services Agreement dated as of November 8, 2015, between Jason Industries, Inc. and Jeffry N. Quinn.

10.2 General Release, Dated November 10, 2015.

17.1 Letter from Vincent L. Martin resigning as a Director.

99.1 Press Release, dated November 9, 2015.

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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.

JASON INDUSTRIES, INC.

By:    /s/ Sarah C. Sutton

Name:    Sarah C. Sutton

Title:    Chief Financial Officer

Date: November 10, 2015

EXHIBIT INDEX

Exhibit No.Description

10.1 Interim Services Agreement dated as of November 8, 2015, between Jason Industries, Inc. and Jeffry N. Quinn.

10.2 General Release, Dated November 10, 2015.

17.1 Letter from Vincent L. Martin resigning as a Director.

99.1 Press Release, dated November 9, 2015.

EX-10.1

Exhibit 10.1

INTERIM SERVICES AGREEMENT

This interim services agreement (the “Agreement”) is dated as of November 8, 2015, and is between Jeffry N. Quinn (“Quinn”), a individual having an office at 12935 N. Forty Drive, Suite 201, St. Louis, Missouri 63141, and Jason Industries, Inc. (the “Company”), a Delaware corporation, having an office at 411 E. Wisconsin Ave., Suite 2100, Milwaukee, Wisconsin 53202.

RECITALS

WHEREAS, the Company desires to have Quinn furnish certain services to the Company and its subsidiaries, as described in Section 1.01 (the “Services”), and Quinn has agreed to furnish Services pursuant to the terms and conditions set forth herein.

WHEREAS, both the Compensation and Audit Committees of the Board of Directors of the Company (the “Board”) approved this Agreement and recommended the Board’s approval, and the Board has voted to approve this Agreement. Accordingly, the Company has all requisite power and authority to execute, deliver and perform this Agreement, and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.Engagement of Quinn

1.01.    The Services.

(a) During the term of this Agreement, Quinn shall provide to the Company the non-exclusive services of interim Chief Executive Officer of the Company in accordance with the terms and provisions of this Agreement and shall continue to serve as Chairman of the Board. Quinn will perform all duties normally associated with that of a Chief Executive Officer, including, without limitation, responsibility for the general management and control of the business and affairs of the Company and responsibility to keep the Board appropriately informed regarding the business and affairs of the Company. In his capacity as the interim Chief Executive Officer of the Company, Quinn shall be subject to the oversight of the Board and shall report to the Board. During the term of this Agreement as set forth in Section 2, Quinn shall devote such time and effort as is reasonably necessary to fulfill the statutory and fiduciary duties of the Chief Executive Officer of the Company.

1.02.     Quinn shall have all necessary authority to incur any obligation and enter into any transaction on behalf of the Company as is customary for a chief executive officer of a public company to carry out his or her duties and responsibilities in such position and as required by this Agreement. 

Section 2.Term and Termination

2.01.    This Agreement shall commence effective as of November 6, 2015, and shall continue for a period of six months, unless the Agreement is terminated before the six-month anniversary as provided in Section 2.02 below, provided, however, that at the conclusion of the initial term, the parties may agree to renew this Agreement on a month-to-month basis.

2.02.    This Agreement may be terminated (i) by the Company at any time without Cause; (ii) immediately upon Quinn’s death, permanent and total disability, or resignation as the Chief Executive Officer; (iii) immediately by the Company for Cause; (iv) immediately upon the Company’s appointment of a permanent Chief Executive Officer of the Company; or (v) upon the mutual written consent of the Company and Quinn.

2.03.    For the purposes of this Agreement, “Cause” shall mean, with respect to the termination of this Agreement, fraud, gross negligence, criminal conduct or willful misconduct by Quinn, as applicable, or breach of any fiduciary duties by Quinn, in connection with performing Services hereunder, as reasonably determined by the Board.

2.04.    In the event this Agreement is terminated pursuant to Section 2.02 above, Quinn shall cease to perform Services.  If the termination of this Agreement takes effect on a day other than the end of a calendar month, Quinn's monthly fee shall be prorated based on the number of days that Quinn performed Services during such calendar month until termination.

2.05.    Upon termination of this Agreement, Quinn shall cooperate with the Company to provide an orderly management transition with respect to the Services and the Company shall pay Quinn reasonable fees and expenses in connection therewith,

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provided that any such fees are agreed upon between the parties prior to Quinn providing any additional services under this Section 2.05.

Section 3.Payments to Quinn

3.01.    In consideration of Services furnished by Quinn hereunder, the Company shall pay to Quinn a monthly fee in the amount of One Hundred Thousand Dollars ($100,000). Within seven days of the date hereof, the Company shall pay Quinn an amount representing the pro rata portion of the fee for the month of November 2015. Thereafter, Quinn shall be paid his monthly fee in arrears on the 15th and last day of each month.

3.02.    The Company shall reimburse Quinn for all reasonable expenses incurred by Quinn in the performance of the Services hereunder and all matters related thereto, including, but not limited to, reasonable temporary housing expenses in the Milwaukee, Wisconsin area and reasonable travel expenses to and from St. Louis or New York for the purposes of providing the Services hereunder. Quinn shall prepare documentation of such expenses as required by the Company’s existing policies and procedures related to expense reimbursement, and the Company shall promptly reimburse Quinn for such expenses after receipt and approval of such documentation and any additional documentation the Audit Committee of the Board (the “Audit Committee”) may require. The aforementioned expenses will be subject to the periodic review and approval of the Audit Committee. The payment of such expenses shall be reported in accordance with applicable Internal Revenue Service statutes and regulations.

3.03.    The provisions of Section 3.02 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.  For the avoidance of doubt, the expenses payable by the Company to Quinn as described in Section 3.02 are exclusive of, and in addition to, the monthly fees payable to Quinn pursuant to Section 3.01.

3.04    Subject to the terms of this Agreement, Quinn shall have complete control of the means, manner, and method by which he will perform the Services, the times at which the Services will be performed, and the sequence of performance of the Services. The Company shall not be responsible for the withholding of taxes, workers compensation, employee benefits or any other employer liability for Quinn.   Without limiting the generality of the foregoing, the parties acknowledge and agree that Quinn is an independent contractor and that Quinn is not an employee of the Companyand that he will not be treated or regarded as an employee of the Company for federal or state tax purposes. Quinn agrees that he will timely file all appropriate tax returns and make all payments to applicable taxing authorities (including the IRS) which result from the Company’s payment to him as an independent contractor.

Section 4.Limitation on Liability. Quinn shall reasonably rely on information provided to him about the Company that is provided by the Company or the Company’s subsidiaries, employees, agents or representatives. In no event shall Quinn be liable for any error or inaccuracy of any report, computation or other information or document produced in accordance with this Agreement, for whose accuracy the Company assumes all responsibility, unless any such error or inaccuracy results from the fraud, gross negligence, willful misconduct or reckless disregard of Quinn in performing Services.  Notwithstanding any provision herein to the contrary, except with respect to fraud, gross negligence, willful misconduct or reckless disregard by Quinn in performing Services, Quinn’s aggregate liability with respect to, arising from, or arising in connection with this Agreement, or from all Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the amounts paid hereunder by the Company to Quinn as fees for the Services, excluding the reimbursable expenses under Section 3.02.

Section 5.Indemnification and D&O Insurance

5.01.    The Company hereby agrees to indemnify Quinn and hold Quinn harmless to the maximum extent permitted under the Company’s Second Amended and Restated Certification of Incorporation, the Company’s Bylaws and applicable law against and in respect of any and all claims, liabilities, damages, losses, costs or expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim of any nature whatsoever resulting from Quinn’s good faith performance of Services under this Agreement (a “Claim”).

5.02.    Promptly after receipt by Quinn of notice of any Claim, Quinn shall notify the Company in writing; provided, however, that the failure of Quinn to give timely notice hereunder shall not affect Quinn’s rights to indemnification hereunder, except to the extent that the Company can demonstrate actual, material prejudice to it as a result of such failure.  Quinn shall reasonably cooperate with appropriate requests of the Company with regard to the defense of any Claim.  The Company shall maintain authority and control of the defense of any such Claim and the authority to settle or otherwise dispose of any such Claim (provided that Quinn shall have the right to reasonably participate at his own expense in the defense or settlement of any such

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Claim).  In no event, however, may the Company agree to any settlement of any Claim that would affect any of Quinn’s rights or obligations, or that would constitute an admission of guilt or liability on the part of Quinn, without Quinn’s express prior written consent.

5.03.    If Quinn should reasonably determine his interests are or may be adverse to the interests of the Company, Quinn may retain his own counsel in connection with a Claim or alleged Claim or action hereunder, in which case the Company shall be liable, to the extent permitted under this Section 5, to Quinn for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by Quinn in connection with his investigating of or defense against such Claim or alleged Claim or action.

5.04.    At all times during which Quinn is acting as the non-employee interim Chief Executive Officer of the Company, the Company shall purchase and maintain, at its own expense, directors and officers liability insurance providing coverage for Quinn in the same amount as for members of the Board in respect of acts and omissions of Quinn in his capacity as the interim Chief Executive Officer or as a director of the Company and occurring during Quinn’s service as the non-employee interim Chief Executive Officer or service as a member of the Board (or both), which coverage (to the extent otherwise maintained for members of the Board) shall continue for so long as Quinn is subject to liability (or threatened claim of liability) for any act or omission otherwise covered by such insurance. These obligations shall survive the termination of this Agreement.

Section 6.Confidential Information.  Quinn acknowledges that the information, observations and data obtained by him while performing Services under this Agreement concerning the business or affairs of the Company or provided to the Company by its customers and suppliers, that is not known generally to the public (“Confidential Information”), is the property of the Company. Therefore, Quinn agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board other than in a good faith effort to promote the interests of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Quinn’s acts or omissions. Notwithstanding the foregoing, nothing in this Section 6 shall be construed to in any way limit the rights of the Company to protect confidential or proprietary information that constitute trade secrets under applicable trade secret laws.

Section 7.Non-Exclusive Arrangement. The Company understands that Quinn currently provides and will continue to provide managerial, executive and director services to certain other companies and entities, and acknowledges that such activities shall not constitute a breach of this Agreement and nothing contained in this Agreement shall in any way restrict Quinn from providing managerial, executive or director services to other companies or entities.

Section 8.General

8.01.    This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior representations and agreements, whether oral or written, and cannot be modified, changed, waived or terminated except by a writing signed by both of the parties hereto.  No course of conduct or trade custom or usage shall in any way be used to explain, modify, amend or otherwise construe this Agreement.

8.02.    All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, sent by nationally recognized overnight carrier, one day after being sent, or mailed by first class registered or certified mail, return receipt requested, five days after being sent.

8.03.    This Agreement shall be governed by and construed under the laws of the State of New York and the parties hereby submit to the personal jurisdiction of any federal or state court located therein, and agree that jurisdiction shall rest exclusively therein, without giving effect to the principles of conflict of laws.

8.04.    This Agreement may not be assigned directly or indirectly, by operation of law or otherwise, by any party hereto (including in connection with a sale or transfer of all or substantially all of business or assets of such party, whether by sale, merger, operation of law, or otherwise in connection with a change of control) without the prior written consent of the other parties to this Agreement.  This Agreement shall solely inure to the benefit of and be binding upon the parties hereto and their permitted (in accordance with the foregoing) successors and assigns.

8.05.    This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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8.06.          Sections 2.04, 2.05, 3.02, 3.03, 4, 5, 6 and 8.03 and this Section 8.06 shall survive any expiration or termination of this Agreement.

The parties have duly executed this Agreement as of the date first above written.

JEFFRY N. QUINN
By:	/s/ Jeffry N. Quinn

JASON INDUSTRIES INC.
By:	/s/ Sarah C. Sutton
	Name:	Sarah C. Sutton
	Title:	Chief Financial Officer

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EX-10.2

Exhibit 10.2

GENERAL RELEASE

I, David Westgate, in consideration of and subject to the performance by Jason Industries, Inc. (f/k/a Quinpario Acquisition Corp.) (the “Company”) of its material obligations under the Employment Agreement, dated as of June 30, 2014 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and any present and former directors, officers, agents, representatives, employees, subsidiaries, successors and assigns of the Company and its direct or indirect owners (collectively, the “ReleasedParties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I hereby voluntarily resign from my employment with the Company and its affiliates, including any position as an officer, director, member of the board of managers or directors (as applicable) or fiduciary of the Company or any of its affiliates or subsidiaries, effective as of November 6, 2015 (the “ResignationDate”). Contingent upon this General Release becoming effective and irrevocable and upon the conditions set forth in the Agreement, the Company agrees to provide me the payments or benefits set forth in paragraph 4(a) and more particularly set forth in Schedule A attached hereto (the “SeverancePayments”).

2. I understand that the Severance Payments, the manner of payment and amount of which are set forth in Schedule A attached hereto, represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the Severance Payments unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. In addition, (without condition of this General Release) the Company will pay the Accrued Obligations (as defined under the Agreement).

3. In addition, for purposes of my outstanding Restricted Stock Units (“RSUs”) granted to me pursuant to the Restricted Stock Unit Agreement dated as of June 30, 2014 (the “Grant Agreement”), the Company agrees to treat my resignation as a termination without Cause (as defined in the Grant Agreement). For the avoidance of doubt, the RSUs will be treated as set forth on Schedule B hereto, subject to the terms and conditions set forth in the Grant Agreement.

4. Except as provided in paragraph 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended, the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein

as the “Claims”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release. Notwithstanding anything contained in this General Release to the contrary, Claims shall not include (a) any claims I may have against the Released Parties for a failure to comply with, or a breach of, any provision of the Agreement, (b) any rights I may have to indemnification (i) as an officer, director or employee under the Agreement, Articles of Incorporation or By-Laws of any of the Released Parties or (ii) pursuant to any insurance policies or contracts of any of the Released Parties or (c) any claims I may have against the Released Parties for vested benefits as of the date of the termination of my employment under any agreement, plan or program of any of the Released Parties.

5. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim, or of any facts that could give rise to a claim, of the type described in paragraph4as of the execution of this General Release.

7. I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement (other than the Accrued Obligations) if Ichallenge the validity of this General Release.

8. I agree to reasonably cooperate with the Company in any internal investigation or administrative, regulatory, or judicial proceeding. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are in or may come into my possession all at times and on schedules that are reasonably consistent with my other permitted activities and commitments. I understand that in the event the Company asks for my cooperation in accordance with this provision, the Company will reimburse me solely for reasonable travel expenses, including transportation, lodging and meals, upon my submission of receipts.

9. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

10. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

11. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-

regulatory organization or governmental entity.

12. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. IHAVE READ IT CAREFULLY;

2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. IHAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5. IHAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY FIRST RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

6. IUNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

/s/ David C. Westgate        

David Westgate

November 10, 2015

JASON INDUSTRIES, INC.

/s/ Sarah C. Sutton        

By: Sarah C. Sutton

Its: Chief Financial Officer

SCHEDULE A

SEVERANCE PAYMENTS

The Company shall provide me with the following, subject to the terms and conditions set forth in the Agreement and the General Release (including, without limitation, my continued compliance with paragraphs 6, 7, 8 and 9 of the Agreement):

1.An amount equal to $4,077,000, payable in monthly installments for a period of twelve (12) months following the Resignation Date (the “Severance Period”).

2.An amount equal to $182,271, payable in a cash lump sum within sixty (60) days following the Resignation Date.

3.Subject to my continued eligibility for Benefits (as defined in the Agreement), continued Benefits during the period beginning on the Resignation Date and ending on the first to occur of (i) the date eighteen (18) months after the Resignation Date and (ii) the first day after the Resignation Date on which I accept employment from a company or entity other than a member of the Company Group (as defined in the Agreement).

4.Outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to my position as Chief Executive Officer of the Company.

SCHEDULE B

TREATMENT OF EQUITY AWARDS

Time-Vesting RSUs: 208,407time-vesting RSUs will become fully vested as of the Resignation Date (in addition to time-vesting RSUs having vested previously).

Stock-Price Vesting RSUs: 364,710 stock-price vesting RSUs will remainoutstanding and eligible to vest for a period of one (1) year following the Resignation Date, subject to the following vesting conditions:

(i) common stock price equals or exceeds $12.00 in any twenty (20) trading days within a thirty (30) trading day period, then 91,177.5 RSUs vest;

(ii) common stock price equals or exceeds $13.50 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 91,177.50 RSUs vest (a total of 182,355 RSUs);

(iii) common stock price equals or exceeds $15.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 91,177.50 RSUs vest (a total of 273,532.5 RSUs);

(iv) common stock price equals or exceeds $17.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 91,177.50 RSUs vest (a total of 364,710 RSUs).

EBITDA - Less CapEx Vesting RSUs: 247,303 EBITDA - Less CapEx vesting RSUs will remain outstanding and eligible to vest following the Resignation Date, subject to the achievement of the performance criteria set forth in the Grant Agreement.

The Company agrees that it will use the same Cumulative EBITDA Less CapEx performance for determining the vesting of your EBITDA - Less CapEx RSUs as is used for determining the vesting of similar awards issued to other senior executives for the same performance period.

EX-17.1

Exhibit 17.1

Jeff:

With profound sadness, I tender my resignation from the Jason Industries board, effective immediately.  This action terminates a tenure for me of approximately thirty years and ends relationships with some superb employees who have devoted themselves to creating a fine and prosperous company. 

It has become abundantly clear in the last weeks that the management route you are taking will be different than we have taken in the past and will be governed more by the whims and judgments of ill-informed activist shareholders than by the rational and thoughtful evaluations of those who created the company and have grown it to its current state.  I could not be a helpful participant in that approach.  Likewise, I remain strongly opposed to the change in CEOs and believe that change will detrimentally affect company results going forward.

Growth for Jason will not come easily over the next several years because the lack of cash for investment will limit its ability to acquire.  You have been critical of Dave Westgate’s efforts to expound a strategy for growth, but I have heard no cohesive strategic options from you or other members of the board.  Likewise, you have now terminated a strong and experienced operating talent and run the risk of losing others in the management group.  The potential for significant operations issues therefore rises and could well make the misses of the third quarter last year and this year appear insignificant, which in the broad scheme of things I think they are.

In conclusion I would urge you to make your judgments going forward on what is right for the businesses in the long run, not what some hedge fund holders think is right for today.  It was adherence to that approach which allowed us to grow earnings at 17% per year for almost fifteen years in our earlier public ownership period and to return to shareholders who participated in the IPO approximately eleven times their original investment.  I continue to believe a similar emphasis today is the most likely path to the kind of financial returns you are seeking.

I wish you well.

/s/ Vince Martin

11/6/15

EX-99.1

Exhibit 99.1

Jason Industries, Inc Appoints Jeffry N. Quinn

Interim Chief Executive Officer and Makes Governance Changes

MILWAUKEE,November 9, 2015 -- Jason Industries, Inc. (NASDAQ: JASN, JASNW) (“Jason” or “the Company”), today announced Mr. Jeffry N. Quinn has been named interim Chief Executive Officer, effective immediately. The Company also announced Mr. David Westgate has resigned as Jason’s chief executive officer and as a member of the Board of Directors. Mr. Quinn will relocate to Milwaukee and continue his role as Chairman of the Board of Directors, which has initiated the search for a permanent chief executive officer of Jason.

“Mr. Quinn is an impressive leader and proven executive with a track record of creating long-term value for investors and opportunities for the employees of the companies with which he has been associated,” said Edgar G. Hotard, chairman of the Board of Director’s corporate governance and nominating committee. “His commitment to the success of Jason is completely aligned with that of the Company’s shareholders and employees, and I am confident that under his leadership Jason will flourish.”

Mr. Quinn added, “We would like to thank David for all he did to make Jason successful. Under Dave’s leadership, Jason had a history of delivering exceptional value to its customers and operating strong market-leading businesses. However, we recognize the operating and financial performance of the Company in its recent short history as a public company has not met our expectations. I believe in Jason’s potential and am focused on creating value for my fellow shareholders, serving our global customer base, and creating opportunities and economic security for our employees. In the coming weeks, I look forward to discussing with our employees, customers and owners the path forward to accomplish these objectives.”

Prior to being named interim Chief Executive Officer, Mr. Quinn served as chairman of the Company’s board of directors. Mr. Quinn is the former chief executive officer and chairman of Solutia Inc., a global specialty chemical and performance materials company, which in his 8-year tenure he led through Chapter 11 reorganization and its sale in 2012. Following the sale of Solutia, Mr. Quinn founded Quinpario Partners LLC, a privately owned investment and operating company offering proven executive leadership and global operational expertise focused on bringing long-term value to investors. Quinpario Partners LLC formed Quinpario Acquisition Corp., a special purpose acquisition company that completed its initial business combination in 2014, when it acquired Jason Industries, Inc.

The Company also announced the reduction of the size of its board of directors from eleven directors to nine and the creation of the role of Lead Independent Director. Robert H. Jenkins and Vincent L. Martin have resigned from the Board.  With these resignations, the Board is currently comprised of eight individuals. It is contemplated that once retained, the new Chief Executive Officer will join the Board and fill the current vacancy.  Additionally, James P. Heffernan has been appointed Acting Chairman of the Compensation Committee until such time as a new chairman is named. With Quinn's appointment as interim Chief Executive Officer, Quinn has resigned from the Corporate Governance and Nominating Committee. The Board intends to

address the vacancies on the Board committees during its next regularly scheduled board meeting.

Commenting on the governance changes, Mr. Quinn stated, “I would like to thank Bob for his meaningful contributions to the Board during Jason’s first year and a half as a public company. He has been a great friend and mentor over the past 15 years. His input, guidance and wisdom will be missed.”

“On behalf of all of the men and women of Jason, I would also like to extend a heartfelt thank you to Vince, the original founder of Jason,” Quinn continued. “He leaves behind an impressive legacy. Without Vince, this company would not be here today. I am honored to help shepherd his creation into the future and look forward to working with whomever the Board appoints as the Lead Director and the entire Board.”

###

Contacts

Media: Melissa Zona

636.751.4057

Investors: Chad Paris

414.277.2007

investors@jasoninc.com        

About Jason Industries

Jason Industries, Inc. is the parent company to a global family of manufacturing leaders within the seating, finishing, components and automotive acoustics markets, including Assembled Products (Buffalo Grove, Ill.), DRONCO (Wunsiedel, Germany), Janesville Acoustics (Southfield, Mich.), Metalex (Libertyville, Ill.), Milsco (Milwaukee, Wis.), Osborn (Richmond, Ind. and Burgwald, Germany) and Sealeze (Richmond, Va.). All Jason companies utilize the Jason Business System, a collaborative manufacturing strategy applicable to a diverse group of companies that includes business principles and processes to ensure best-in-class results and collective strength. Headquartered in Milwaukee, Wis., Jason employs more than 4,400 individuals in 14 countries. To learn more, please visit www.jasoninc.com.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the Company’s businesses are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements.

The forward-looking statements contained in this press release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you

should be aware that many factors could affect our actual results and cause them to differ materially from those anticipated in the forward-looking statements.

More information on potential factors that could affect the Company’s financial condition and operating results is included in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and in the Company’s other filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.