Stoneridge Inc.
08/19/2025 | Press release | Distributed by Public on 08/19/2025 14:32
Management Change/Compensation (Form 8-K)
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain.
(e) Following the approval of the Compensation Committee of the Board of Director of Stoneridge, Inc. (the "Company") on August 13, 2025, the Company and Rajaey Kased, President of Control Devices, entered in a (i) Change in Control Agreement (the "CIC Agreement") and (ii) Transaction Bonus Letter Agreement.
CIC Agreement.
The CIC Agreement amends and restates a prior change in control agreement dated February 1, 2023 between the Company and Mr. Kased. The CIC Agreement is a "double trigger" agreement meaning that in order for Mr. Kased to receive the payments and benefits set forth in the agreement, both of the following must occur: (1) change in control of the Company (which includes the sale of all or substantially all of the stock or assets of the Company's Control Devices Division prior to December 31, 2025); and a (2) triggering event. Within two years following a change in control a triggering event occurs when the Company (or in the case Control Devices is sold the acquiring or successor company (or an affiliate thereof) of Control Devices that employees Mr. Kased following such sale) (1) separates Mr. Kased from service (other than for cause) or (2) Mr. Kased separates from service for good reason. If the events described above have occurred and Mr. Kased timely delivers a release, the Company (including the Control Devices acquiring or successor company (or an affiliate thereof)) will be required to provide the following to Mr. Kased: (1) two times the greater of Mr. Kased's annual base salary at the time of a triggering event or at the time of the occurrence of a change in control, (2) two times the greater of Mr. Kased's target annual incentive award at the time of termination or the actual incentive award received for the fiscal year prior to termination; (3) an amount equal to the pro rata amount of annual incentive compensation Mr. Kased would have been entitled to at the time of a triggering event calculated based on the performance goals that were achieved in the year in which the triggering event occurred; and (4) continued life and health insurance benefits for twenty-four months following termination. There is no excise tax gross-up payment under the CIC Agreement.
Transaction Bonus Letter Agreement.
Pursuant to the Transaction Bonus Letter Agreement upon a sale by the Company of all or substantially all of the assets of the Company's Control Devices Division a transaction bonus of $84,204 will be paid to Mr. Kased. The payment of the transaction bonus is conditioned upon Mr. Kased's continued employment and performance through the sale of the Control Devices and the execution of a standard release.
ITEM 8.01 Other Events.
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