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):
January 22, 2016
Jamba, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
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001-32552 |
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20-2122262 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(I.R.S. Employer
Identification No.) |
6475 Christie Avenue, Suite 150, Emeryville,
California 94608
(Address of principal executive offices)
Registrant's telephone number, including
area code:
(510) 596-0100
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.
Appointments and Resignations
On January 22, 2016, Jamba,
Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”)
had appointed David A. Pace as the Company’s Chief Executive Officer, with his employment to commence on March 14, 2016.
Mr. Pace, 56, has served as director of the Company since 2012. Mr. Pace joins the Company from Bloomin’ Brands, where he
served as Executive Vice President and President of its Carrabba’s Italian Grill since 2014. Before he oversaw the domestic
operations and development of the Carrabba’s franchise, Mr. Pace was Bloomin’ Brands’ Chief Resources Officer
and was responsible for Fleming’s Prime Steakhouse & Wine Bar, in addition to overseeing the Real Estate/Development
and Human Resources functions. Prior to joining Bloomin’ Brands in 2010, Mr. Pace held executive positions with Starbucks
Corporation, PepsiCo and Yum! Brands, Inc.
In accordance with the transition
services agreement that he previously entered into with the Company, with the appointment of his successor, James D. White resigned
from the positions of Chairman of the Board, President and Chief Executive Officer, effective January 22, 2016.
Richard L. Federico, a director
of the Company since 2006, was selected by the Board to succeed Mr. White as Chairman of the Board. As Chairman, Mr. Federico will
receive an additional annual cash retainer fee of $40,000 and an additional annual grant of equity-based compensation consisting
of a number of restricted stock units under the Jamba, Inc. 2013 Equity Incentive Plan (the “Plan”) with
a grant date value equal to $40,000. This compensation is in addition to the cash and equity compensation otherwise payable to
Mr. Federico for services as a member of the Board under the Company’s Non-Employee Director Compensation Policy, which was
amended by the Board in connection with Mr. Federico’s appointment, to account for the additional equity award. Concurrent
with Mr. Federico’s appointment as Chairman, Andrew R. Heyer will no longer serve as Lead Director of the Company.
Summary of Employment
Agreement With David A. Pace
In connection with Mr. Pace’s
appointment as Chief Executive Officer, the Company, through its wholly-owned subsidiary, Jamba Juice Company, entered into an
employment agreement with Mr. Pace, dated January 22, 2016, with an employment start date of March 14, 2016 (the “Effective
Date”) and an initial term of three years (the “Employment Agreement”). Pursuant
to the terms of the Employment Agreement, Mr. Pace will be entitled to: (i) an initial annual base salary of $600,000; (ii) a one-time
signing bonus in the amount of $200,000, less applicable withholding, paid in a single lump sum payment prior to the Effective
Date in consideration of the payments and benefits he is otherwise forfeiting from his prior employment to accept employment by
the Company and costs he will incur in the transition; and (iii) an annual performance bonus having a targeted amount of 100% of
base salary then in effect, based on targets established by the Board (or an appropriate committee thereof), with such bonus amount
earned at no less than the target amount for the fiscal year ending January 3, 2017.
The
Employment Agreement provides that Mr. Pace will receive equity awards consisting of: (i) nonqualified stock options to purchase
up to (a) 150,000 shares of the Company's common stock at an exercise price per share equal to the closing price of the Company’s
common stock on the date of grant and (b) 50,000 shares of the Company's common stock at an exercise price per share equal to $19.50
((b), the “15% TSR Option”), in each case vesting annually over three years subject to his employment;
and (ii) an award of 350,000 restricted stock units of which 150,000, 100,000 and 100,000 would vest upon achievement of stock
price targets of $19.50, $24.00 and $28.50, respectively (the “15%, 22.5% and 30% TSR RSUs”), so long
as Mr. Pace remains an employee of Jamba Juice Company and/or its affiliates. The exercise price of the 15% TSR Option and the
15%, 22.5% and 30% TSR RSUs are subject to adjustment to reflect their targeted cumulative stockholder returns over a three year
period based upon the average closing price for a share of the Company’s common stock on the NASDAQ Global Market for the
twenty consecutive trading days following the third trading day following the Company’s fiscal year earnings release
if less than $12.00 per share or greater than $14.00 per share.
Pursuant to the Employment
Agreement, in the event that Mr. Pace’s employment is terminated without Cause or by Mr. Pace for Good Reason (each as defined
in the Employment Agreement) and the termination does not occur in the 18-month period following a Change of Control (as defined
in the Company’s Executive Retention and Severance Plan) and subject to Mr. Pace’s compliance with the conditions set
forth in the Employment Agreement, he would be eligible to receive a severance payment equal to one year of his current base salary,
payable equally over a 52-week period, and payment of premiums for COBRA coverage
for a 12-month period. If such termination without Cause occurs or Mr. Pace resigns for Good Reason within an 18-month period following
a Change of Control, and subject to his compliance with the conditions set forth in the Employment Agreement, Mr. Pace would be
eligible to receive a severance payment equal to 18 months of his current base salary plus the greater of one times his annual
target bonus as currently in effect or the average of his target bonus earned with respect to the preceding two annual periods,
such aggregate amount payable equally over an 18-month period. Mr. Pace would also
be entitled to accelerated vesting in full of all unvested time-based stock options, restricted
stock, restricted stock units or other stock-based compensation award previously granted to Mr. Pace prior to his termination,
with the vesting of any performance-based awards to be determined based on the terms of such awards. Mr. Pace would also be eligible
to receive payment of premiums for COBRA coverage for a 12-month period.
The descriptions of the terms
of the Employment Agreement are qualified in their entirety by the full text of the Employment Agreement, a copy of which will
be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the first fiscal period.
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.
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JAMBA, INC. |
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Date: January 22, 2016 |
By: /s/ Karen L. Luey |
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Karen L. Luey Chief Financial Officer, Chief Administrative Officer,
Executive Vice President and Secretary |
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