Bermuda
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Not Applicable
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 9.01 |
Financial Statements and Exhibits
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Exhibit
Number
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Description
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Side Letter, dated March 13, 2019, between Sterling Jewelers Inc. and Michele Santana
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SIGNET JEWELERS LIMITED
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Date: March 15, 2019
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By:
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/s/ Lynn Dennison
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Name:
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Lynn Dennison
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Title:
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Chief Legal & Transformation Officer
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1. |
The Company and you agree and acknowledge that you shall continue to perform the duties of Chief Financial Officer through the date the Company files its next Form 10-K. On
the date immediately following such filing, if an individual has been hired at such time to serve as Chief Financial Officer of the Signet Group, you shall transition to the role of Senior Advisor, as set forth in the Separation
Agreement, through the Termination Date. From the Termination Date through June 30, 2019 (the “Consulting Period”), you shall provide consulting services to
the Company on an as-needed basis, as reasonably requested by the Company. You shall be paid a fee of $125,000 (the “Consulting Fee”) in the aggregate during
the Consulting Period, payable in two equal installments with the first installment paid on May 31, 2019 and the second installment (the “Final Fee Payment”)
payable, subject to your execution of the release agreement attached hereto as Exhibit A and the expiration of the revocation period without revocation within 30 days following the end of the Consulting Period (the “Release Requirement”), on the first payroll date following the date that is thirty (30) days following the end of the Consulting Period (pursuant to which a Form
1099 will be issued). For the avoidance of doubt, the payments described in this Section 1 shall be the sole and exclusive payments to which you shall be entitled in respect of the consulting services to be rendered pursuant to this
consulting arrangement, and you shall not be entitled to reimbursement of any other expenses incurred as a result of this consulting arrangement. You and the Company acknowledge that the level of services to be provided by you to the
Company during the Consulting Period will not be in excess of twenty percent (20%) of the average level of services performed by you for the Company during the immediately preceding thirty-six month (36) period, such that on the
Termination Date you will incur a “separation from service” with the Company (as defined under Section 409A of the Internal Revenue Code of 1986, as amended).
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2. |
Subject to your satisfaction of the Release Requirement and the extension of the Restricted Period to twenty-four (24) months, the Company shall pay you a lump sum amount
equal to $150,000 (the “Additional Covenant Payment”) on the first payroll date that is thirty (30) days following the end of the Consulting Period.
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3. |
The parties acknowledge and intend that an independent contractor relationship will be created during the Consulting Period and that you will not be, and will not be
considered to be, an agent or employee of the Company for any purpose during the Consulting Period. You shall have control over the time and manner in which you perform the consulting services. You will have no authority to obligate or
bind the Company by contract or otherwise following the Termination Date. You will not be eligible for any employee benefits provided by the Company to employees and will not be eligible to participate in any benefit plan or
arrangement sponsored by the Company for the benefit of its employees following the Termination Date, other than pursuant to COBRA as set forth in the Separation Agreement dated August 28, 2018.
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4. |
You acknowledge and agree that you shall be exclusively liable and solely responsible for the payment of all income, sales and use taxes that may be payable by you as a
result of the Consulting Fee paid to you hereunder and the filing of required returns relating thereto. You further acknowledge and agree that, during and after your termination of service, you will indemnify, defend and hold the
Company harmless from all taxes, interest, penalties, fees, damages, liabilities, obligations, losses and expenses arising from a failure or alleged failure to make the required reports and payments for income taxes.
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5. |
The provisions of Sections 12, 13, 14, 15, 17, 18, 19 and 21 of the Separation Agreement are hereby incorporated by reference into this letter agreement and shall be
applicable to this letter agreement for all purposes. This letter agreement, the Release attached hereto, the Separation Agreement and Exhibit A attached thereto, constitute the entire agreement and understanding of the parties with
respect to the subject matter herein and supersede all prior agreements, arrangements and understandings, whether written or oral, between the parties.
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6. |
This letter agreement shall terminate if your employment with the Company is terminated for Cause or if you resign from the Company.
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Very truly yours, | |||
Sterling Jewelers, Inc.
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By:
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/s/ Virginia C. Drosos
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Name:
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Virginia C. Drosos
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Title:
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Chief Executive Officer
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ACKNOWLEDGED AND AGREED,
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as of the date first written above:
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By:
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/s/ Michele Santana
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Name: Michele Santana
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STERLING JEWELERS INC.
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By: |
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Name:
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Title:
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MICHELE SANTANA
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