Stryve Foods Inc.

09/19/2024 | Press release | Distributed by Public on 09/19/2024 15:18

Management Change/Compensation Form 8 K

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

New Executive Employment Agreements

On September 19, 2024, Stryve Foods, Inc. (the "Company" or "Stryve") entered into new employment agreements (the "Employment Agreements") with Christopher Boever, its Chief Executive Officer, and R. Alex Hawkins, its Chief Financial Officer.

The Employment Agreement with Mr. Boever (the "Boever Agreement") replaces his existing employment agreement and provides that he will serve as the Company's Chief Executive Officer. He will receive an initial annual base salary of $450,000 and be eligible to earn an annual target bonus of 100% of his base salary and participate in the Company's Omnibus Incentive Plan (the "Plan"), subject to the Company's ability to increase his compensation from time to time. The Boever Agreement further entitles Mr. Boever to four weeks of vacation, participation in Stryve's other employee benefit plans and programs that are made available to employees of Stryve from time to time and reasonable and necessary relocation benefits in accordance with Stryve's relocation policy.

The Boever Agreement provides that, if Mr. Boever's employment with the Company and Stryve is terminated by the Company without "cause" or by Mr. Boever for "good reason," then, subject to the terms and conditions of the Boever Agreement, including a general release of claims, Mr. Boever will receive base salary continuation and continued participation in certain health benefit plans for twelve (12) months, plus the product of twelve (12) months multiplied by 1/12 of his target bonus, payable in installments. If Mr. Boever's qualifying termination without cause or for good reason occurs within 12 months following a "change of control," then he will instead receive twenty-four (24) months of base salary plus the product of twenty-four (24) months multiplied by 1/12 of his target bonus, payable in installments. The Boever Agreement includes customary restrictive covenants.

The Employment Agreement with Mr. Hawkins (the "Hawkins Agreement") replaces his existing employment agreement and provides that he will serve as the Company's Chief Financial Officer. He will receive an initial annual base salary of $275,000 and be eligible to earn an annual target bonus of 100% of his base salary and participate in the Plan, subject to the Company's ability to increase his compensation from time to time. The Hawkins Agreement further entitles Mr. Hawkins to four weeks of vacation, participation in Stryve's other employee benefit plans and programs that are made available to employees of Stryve from time to time and reasonable and necessary relocation benefits in accordance with Stryve's relocation policy.

The Hawkins Agreement provides that, if Mr. Hawkins's employment with the Company and Stryve is terminated by the Company without "cause" or by Mr. Hawkins for "good reason," then, subject to the terms and conditions of the Hawkins Agreement, including a general release of claims, Mr. Hawkins will receive base salary continuation and continued participation in certain health benefit plans for twelve (12) months, plus the product of twelve (12) months multiplied by 1/12 of his target bonus, payable in installments. If Mr. Hawkins's qualifying termination without cause or for good reason occurs within 12 months following a "change of control," then he will instead receive twenty-four (24) months of base salary plus the product of twenty-four (24) months multiplied by 1/12 of his target bonus, payable in installments. The Hawkins Agreement includes customary restrictive covenants.

The Employment Agreements define "cause" generally as (a) a willful failure to perform duties (other than a failure resulting from incapacity due to physical or mental illness); (b) fraud, gross negligence, recklessness, willful misconduct, or breach of fiduciary duty in the performance of duties; (c) an indictment or similar formal legal charge or a plea of guilty or nolo contendere to a misdemeanor involving fraud, embezzlement, theft, other financial dishonesty, or moral turpitude that brings financial harm or embarrassment, or a felony; (d) certain breaches of the Employment Agreement; (e) certain conduct violating any policy of the Company or any state law or federal law relating to prohibition on discrimination, retaliation, or unlawful harassment; or (f) the use of illegal drugs, substance abuse, or habitual insobriety that impacts the executive's performance or brings financial harm or embarrassment to the Company. The Employment Agreements define "good reason" generally as (1) certain breaches of the Employment Agreement by the Company; (2) a material reduction in the base salary, subject to certain exceptions; or (3) any material diminution of the executive's position with the Company. The Employment Agreements define a "change of control" generally in the same manner as the Plan.