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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(a)
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Amended and Restated Executive Severance Plan.
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On July 15, 2020, Donnelley Financial Solutions, Inc. (the “Company”) amended and restated the Donnelley Financial Solutions, Inc. Executive Severance Plan (the “Severance Plan”), which provides severance benefits under certain circumstances to Severance Plan participants selected by the Compensation Committee of the Board of Directors (the “Committee”). The Severance Plan applies to Thomas F. Juhase (Executive Vice President, Chief Operating Officer), David A. Gardella (Executive Vice President, Chief Financial Officer), Jennifer B. Reiners (Executive Vice President, General Counsel) and Kami S. Turner (Executive Vice President, Chief Accounting Officer), as well as other executives of the Company as approved by the Committee. The Severance Plan does not apply to the Company’s Chief Executive Officer, Daniel N. Leib, whose severance entitlements will continue to be governed by the terms of his employment agreement, which was amended as set forth below to reflect the same changes as made to the Severance Plan.
The Severance Plan was amended to provide that if an eligible participant is terminated by the Company without “cause” (as defined in the Severance Plan) other than during a change in control termination period (as defined in the Severance Plan):
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All unvested time-based equity or other time-based long-term cash incentive awards will immediately vest pro-rata based on the number of days the participant was employed by the Company during the applicable vesting period.
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All unvested performance-based equity or other long-term performance-based cash incentive awards will continue to vest after the participant’s date of termination and pay out when such awards are paid pursuant to the applicable award agreement, based upon actual performance attained and on the number of days the participant was employed by the Company during the applicable vesting period.
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In addition, the Severance Plan was amended to provide for payment by the Company of outplacement benefits with a value of up to $15,000 for a period of twelve (12) months after termination without “cause” at any time or resignation for “good reason” after a change in control of the Company (each as defined in the Severance Plan).
All other terms and conditions of the Severance Plan remain in full force and effect.
The foregoing description of the changes to the Severance Plan is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Severance Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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(b)
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Amendment to Dan Leib Amended and Restated Employment Agreement.
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On July 15, 2020, the Company amended (the “Amendment”) the amended and restated employment agreement between the Company and Daniel N. Leib, dated July 13, 2017 (the “Employment Agreement”). Under the terms of the Amendment, if Mr. Leib is terminated by the Company without “cause” or if he resigns his employment for “good reason” (each as defined in the Employment Agreement, and each a “Leib Qualifying Termination”) other than during a change in control termination period (as defined in the Employment Agreement), for awards issued on or after January 1, 2020:
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All unvested time-based equity or other time-based long-term cash incentive awards will immediately vest pro-rata based on the number of days Mr. Leib was employed by the Company during the applicable vesting period.
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All unvested performance-based equity or other long-term performance-based cash incentive awards will continue to vest after Mr. Leib’s date of termination and pay out when such awards are paid pursuant to the applicable award agreement, based upon actual performance attained and on the number of days Mr. Leib was employed by the Company during the applicable vesting period.
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In addition, the Amendment provides for payment by the Company of outplacement benefits with a value of up to $15,000 for a period of twelve (12) months after a Leib Qualifying Termination.
All other terms and conditions of the Employment Agreement remain in full force and effect.
The foregoing description of Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.