Build-A-Bear Workshop Inc 8-K, filed Oct 9, 2020
Build-A-Bear Workshop Inc (BBW)
About this 8-K
Build-A-Bear Workshop Inc filed this 8-K on October 9, 2020, reporting on events of October 6, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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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Name
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Typical Base
Bonus Payout
Target
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2020 Base
Bonus
Payout
Target
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Percent
Reduction in
2020 Base
Bonus
Payout
Target
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Sharon John
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100%
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30%
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70%
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Voin Todorovic
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50%
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30%
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40%
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Jennifer Kretchmar
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50%
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30%
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40%
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J. Christopher Hurt
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50%
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30%
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40%
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Eric Fencl
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50%
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30%
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40%
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Name
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Target
Number of
Shares of
Three-Year
Performance-
Based
Restricted
Stock
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Target Payout
Amount of
Three-Year
Performance-
Based Cash
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Number of
Shares of
Time-Based
Restricted
Stock
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Sharon John
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157,374
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$437,500
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134,892
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Voin Todorovic
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—
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$150,000
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53,958
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Jennifer Kretchmar
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—
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$150,000
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53,958
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J. Christopher Hurt
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—
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$150,000
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53,958
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Eric Fencl
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—
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$137,500
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49,461
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Exhibit Number
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Description of Exhibit
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| BUILD-A-BEAR WORKSHOP, INC. | |||
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Date: October 9, 2020
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By:
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/s/ Eric Fencl
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Name: Eric Fencl
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Title: Chief Administrative Officer,
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| General Counsel and Secretary |
Exhibit 10.1
BUILD-A-BEAR WORKSHOP, INC.
Description of Build-A-Bear Workshop, Inc. Cash Bonus Program for C-Level Employees
The purpose of the Build-A-Bear Workshop, Inc. (the “Company”) Cash Bonus Program for C-Level Employees (the “Program”) is to attract and retain highly qualified executive officers, motivate these executive officers to materially contribute to the Company’s business success, and align the interests of the Company’s executive officers and stockholders by rewarding the executive officers for performance based on achievement of targets established by the Compensation and Development of the Company’s Board of Directors (the “Committee”). The Program has been adopted under the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”).
All C-Level Employees of the Company are eligible to participate in the Program. The cash bonus, if any, to be paid to each C-Level Employee will be calculated by multiplying the applicable Percentage of Base Bonus Calculation by the Base Bonus Calculation for the respective C-Level Employee. The Base Bonus Calculation for each of the C-Level Employees is determined by multiplying the Base Bonus Payout Target for the respective C-Level Employee by his or her eligible base salary that was in effect prior to salary reductions imposed as a result of the COVID-19 pandemic (which excludes items such as relocation allowances, bonuses, stock options exercised, vested restricted stock, and performance-based long-term cash program payments) (“Eligible Base Salary”). For fiscal 2020, due to the unique financial challenges caused by COVID-19, the Base Bonus Payout Target for each of the C-Level Employees, including the President and Chief Executive Officer, is 30% of his or her Eligible Base Salary.
The Percentage of Base Bonus Calculation is set based on the achievement of one or more performance objectives as follows: for financial performance objectives, (i) a threshold achievement of 25% of the performance objective; (ii) a target achievement of 100% of the performance objective; and (iii) a maximum achievement of 200% of the performance objective, and for strategic objectives, achievement of 100% of each operational objective that is met (the “Achievement Levels”). The calculation of cash bonuses will be interpolated to reflect financial performance results which fall within any of the financial objective Achievement Levels, in the sole discretion of the Committee. This discretion includes the ability to increase or reduce the otherwise applicable Percentage of Base Bonus Calculation for each Achievement Level.
In the event of a financial restatement impacting the applicable performance objective after a cash bonus has been paid, the Company shall recover from the recipient of such cash bonus the applicable amount of the cash bonus which should not have been paid, based on the restatement of the performance objective, plus interest at the rate determined by the Committee, from the time Company made such cash bonus payment to the recipient until its recovery thereof. The recovery of any cash bonus paid pursuant to the Program shall be made in accordance with the terms of any incentive compensation recoupment or recovery policy adopted in the future by the Company pursuant to Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and applicable rules and regulations of the New York Stock Exchange, or any national securities exchange on which the Company’s common stock is then-listed, to the extent that such policy would apply to such cash bonuses.
Exhibit 10.2
BUILD-A-BEAR WORKSHOP, INC.
Description of Build-A-Bear Workshop, Inc.
Long-Term Performance-Based Cash Incentive Program for C-Level Employees
The purpose of the Build-A-Bear Workshop, Inc. (the “Company”) Long-Term Performance-Based Cash Incentive Program for C-Level Employees (the “Program”) is to attract and retain highly qualified executive officers, motivate these executive officers to materially contribute to the Company’s business success, and align the interests of the Company’s executive officers and stockholders by rewarding the executive officers for performance based on achievement of long-term targets established by the Compensation and Development of the Company’s Board of Directors (the “Committee”). The Program has been adopted under the Company’s 2020 Omnibus Incentive Plan.
The Committee in its discretion determines which C-Level Employees of the Company are eligible to participate in the Program. The cash award, if any, to be earned by each C-Level Employee will be calculated by multiplying the applicable Target Payout Amount for the respective C-Level Employee by Total Earned Percentage based on the level of the Company’s achievement (“Achievement Levels”) of one or more financial and strategic objectives established by the Committee for the fiscal year of the award and the subsequent two fiscal years.
The calculation of awards earned will be interpolated to reflect performance results which fall within any of the Achievement Levels, in the sole discretion of the Committee.
In the event of a financial restatement impacting the applicable performance objective after an earned award has been paid, the Company shall recover from the recipient of such earned award the applicable amount of the earned award which should not have been paid, based on the restatement of the performance objective, plus interest at the rate determined by the Committee, from the time Company made such earned award payment to the recipient until its recovery thereof. The recovery of any earned award paid pursuant to the Program shall be made in accordance with the terms of any incentive compensation recoupment or recovery policy adopted in the future by the Company pursuant to Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and applicable rules and regulations of the New York Stock Exchange, or any national securities exchange on which the Company’s common stock is then-listed, to the extent that such policy would apply to such cash payments.
Exhibit 10.3
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BUILD-A-BEAR WORKSHOP, INC. |
Grant Date: |
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| RESTRICTED STOCK |
Employee: |
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| AGREEMENT |
No. of Shares of Time-Based Restricted Stock: |
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Target Number of Shares of Performance-Based Restricted Stock: |
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This Agreement will certify that the employee named above (“Employee”) is awarded the total number of restricted shares of common stock, $0.01 par value per share (the “Common Stock”), of Build-A-Bear Workshop, Inc. (the “Company”) designated above (the “Restricted Stock”), pursuant to the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (the “Plan”), as of the date indicated above (the “Grant Date”) and subject to the terms, conditions and restrictions in the Plan and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employee’s electronic acceptance within sixty (60) days on his/her personal Merrill Lynch account constitutes Employee’s acceptance of this award and acknowledgement of Employee’s agreement to all the terms, conditions and restrictions contained in the Plan and this Agreement. If the Employee does not accept this award on his/her personal Merrill Lynch account within sixty (60) days of the Grant Date, the Employer may revoke this grant.
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BUILD-A-BEAR WORKSHOP, INC. |
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By: |
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Sharon Price John |
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Chief Executive Officer |
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Terms and Conditions
A. Terms and Conditions Applicable to Restricted Stock
1. Terms of Restricted Stock Award. Pursuant to action of the Compensation and Development Committee (the “Committee”), the Company awards to the Employee the number of shares of Restricted Stock set forth above. The Restricted Stock is nontransferable by the Employee during the period described below and is subject to the risk of forfeiture as described below. Prior to the time shares become transferable, the shares of Restricted Stock shall bear a legend indicating their nontransferability, and, subject to the terms of this Agreement, if the Employee terminates service as an employee of the Company prior to the time a restriction lapses, the Employee shall forfeit any shares of Restricted Stock which are still subject to the restrictions at the time of termination of such service.
(a) Time-Based Restricted Stock
The restrictions on transfer described in this Section A.1 applicable to the Time-Based Restricted Stock awarded above shall lapse and be of no further force and effect as follows, if the Employee is still an employee of the Company on the respective dates set forth below, and has been continuously serving as such an employee of the Company from the Grant Date until such date:
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Date |
Portion of Grant for which Restrictions Lapse on Indicated Date |
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Grant Date |
0 |
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First Anniversary of Grant Date: |
One-third |
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April 30, 2022: |
One-third |
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April 30, 2023: |
One-third |
For avoidance of doubt, on April 30, 2023, one hundred percent (100%) of the Time-Based Restricted Stock shall be transferable by the Employee if the Employee is still an employee of the Company, and has been continuously serving from the Grant Date through April 30, 2023 as an employee of the Company.
Notwithstanding the foregoing, in the event of a Change in Control, all previously granted shares of Time-Based Restricted Stock not yet free of the restrictions of this Section A.1.(a) shall only become immediately free of such restrictions in accordance with Section 12.B of the Plan.
(b) Performance-Based Restricted Stock
The restrictions on transfer described in this Section A.1 applicable to the Performance-Based Restricted Stock awarded above shall lapse and be of no further force and effect as follows, if (1) the performance criteria applicable to the Performance-Based Restricted Stock as established by the Committee and included in Exhibit A hereto (the “Performance Criteria”) has been satisfied, and (2) the Employee is still an employee of the Company on the date set forth below, and has been continuously serving as such an employee of the Company from the Grant Date to such date:
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Date |
Portion of Grant for which Restrictions Lapse on Indicated Date |
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Grant Date |
0 |
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April 30, 2023: |
100% |
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For avoidance of doubt, on the date ending April 30, 2023, one hundred percent (100%) of the Performance-Based Restricted Stock shall be transferable by the Employee if (1) the Performance Criteria set forth in Exhibit A hereto have been satisfied, and (2) the Employee is still an employee, and has been continuously serving from the Grant Date through April 30, 2023 as an employee of the Company on such date.
Notwithstanding the foregoing, in the event of a Change in Control prior to April 30, 2023, one hundred percent (100%) of the Target Number of Shares of Performance-Based Restricted Stock (as set forth on page 1) shall only become immediately free of the restrictions of this Section A.1.(b) in accordance with Section 12.B of the Plan.
2. Death or Disability of the Employee.
(a) Time-Based Restricted Stock
In the event (i) of the death of the Employee, or (ii) the Company terminates the Employee’s employment due to a permanent and total disability which results in the Employee’s inability to return to work with the Company, all previously granted shares of Time-Based Restricted Stock not yet free of the restrictions of Section A.1(a) shall become immediately free of such restrictions.
(b) Performance-Based Restricted Stock
In the event (i) of the death of the Employee, or (ii) the Company terminates the Employee’s employment due to a permanent and total disability which results in the Employee’s inability to return to work with the Company, in either case prior to the end of Fiscal Year 2022, one hundred percent (100%) of Target Number of Shares of Performance-Based Restricted Stock (as set forth on page 1) shall become immediately free of the restrictions of Section A.1(b).
In the event (i) of the death of the Employee, or (ii) the Company terminates the Employee’s employment due to a permanent and total disability which results in the Employee’s inability to return to work with the Company, in either case subsequent to the end of Fiscal Year 2022, all shares of Performance-Based Restricted Stock which are earned but not yet free of the restrictions of Section A.1(b) shall become immediately free of such restrictions.
3. Cost of Restricted Stock. The purchase price of the shares of Restricted Stock shall be $0.00.
4. Rights as Stockholder. The Employee shall be entitled to all of the rights of a stockholder, including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares, as follows: (i) with respect to the shares of Time-Based Restricted Stock, since the Grant Date; and (ii) with respect to the shares of Performance-Based Restricted Stock, only upon satisfaction of the Performance Criteria; provided that any such rights, dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock and shall be paid at the time the restrictions set forth in Sections A.1(a) and A.1(b) have been lifted pursuant to the terms of this Agreement. If any dividends or distributions are paid in shares, the shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid.
5. Escrow of Share Certificates. Certificates for the Restricted Stock shall be issued in the Employee’s name and shall be held in escrow by the Company until all restrictions lapse or such shares are forfeited as provide herein. A certificate or certificates representing the Restricted Stock as to which restrictions have lapsed shall be delivered to the Employee upon such lapse.
6. Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation to issue or deliver certificates evidencing the Restricted Stock shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
7. Withholding Taxes. The Company shall have the right to require the Employee to remit to the Company, or to withhold from other amounts payable to the Employee, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
8. Accounting Restatement. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws, the Committee shall require reimbursement or forfeiture of shares of Performance-Based Restricted Stock which have been earned and/or which have vested pursuant to this Agreement during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement and any transition period within such time period. The amount to be recovered will be the excess of the number of shares of Performance-Based Restricted Stock earned and/or vested based on the erroneous data over the shares of Performance-Based Restricted Stock that would have been earned and vested had it been based on the restated results, as determined by the Committee. The Committee will determine, in its sole discretion, the method for recouping the Performance-Based Restricted Stock hereunder which may include, without limitation: (i) seeking recovery of any gain realized on the vesting, sale, transfer or other disposition of shares of the Performance-Based Restricted Stock; (ii) offsetting the recouped amount from any compensation otherwise owed by the Company to the Employee; (iii) cancelling outstanding vested or unvested shares of the Performance-Based Restricted Stock; or (iv) taking any other remedial and recovery action permitted by law, as determined by the Committee. In addition, the Company shall recoup or recover any erroneously issued Performance-Based Restricted Stock in accordance with any incentive compensation recoupment or recovery policy adopted in the future by the Company pursuant to Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and applicable rules and regulations of the New York Stock Exchange, or any national securities exchange on which the Company’s Common Stock is then-listed. In the event of any conflict between the provisions of this Section A.8 and such a policy, the terms of the policy shall govern the recoupment or recovery of the Performance-Based Restricted Stock; provided that the recoupment or recovery policy shall apply to this Performance-Based Restricted Stock regardless of Employee’s classification as an “executive officer” as defined by the applicable rules and regulations.
B. Terms and Conditions Applicable to All Awards
1. Adjustments Upon Changes in Capitalization or Corporate Acquisitions. Notwithstanding any other provision in the Agreement, if there is any change in the Common Stock by reason of stock dividends, spin-offs, split ups, recapitalizations, mergers, consolidations, reorganizations, combinations or exchanges of shares, the number of shares of Common Stock under this award not yet vested, and the price thereof, as applicable, shall be appropriately adjusted by the Committee.
2. No Right to Continued Service. Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the service of the Employee.
3. Committee Administration. This award has been made pursuant to a determination made by the Committee, and the Committee or any successor or substitute committee authorized by the Board of Directors or the Board of Directors itself, subject to the express terms of this Agreement, shall have plenary authority to interpret any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to the Employee by the express terms hereof.
4. Grant Subject to Plan. This Restricted Stock award is granted under and is expressly subject to all the terms and provisions of the Plan, and the terms of the Plan are incorporated herein by reference. The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The Committee has been appointed by the Board of Directors and designated by it, as the Committee to make grants of Restricted Stock.
5. Governing Law. This Agreement shall be construed under the laws of the State of Delaware.
Exhibit A
Performance Criteria Applicable to Performance-Based Restricted Stock
Exhibit 10.4
October 6, 2020
Eric Fencl
Re: Consent to Reduced 2020 Target Bonus Opportunity
Reference is made to that certain Employment, Confidentiality and Noncompete Agreement that you entered into with Build-A-Bear Workshop, Inc. (the “Company”), effective as of March 7, 2016, as amended (the “Agreement”). Section 3(b) of the Agreement provides in part:
Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year.
In light of the uncertain and rapidly evolving situation related to the COVID-19 pandemic, the Compensation and Development Committee of the Board of Directors of the Company has requested that you agree to a reduced target bonus opportunity of 30% of your Eligible Quarterly Earnings (as defined in the Fiscal 2020 Performance Objectives For C-Level Employees) for each fiscal quarter of 2020. Consent to this adjustment is requested for fiscal 2020 only.
Please sign below to acknowledge and give your consent to this change to your target bonus opportunity for 2020.
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Sincerely,
BUILD-A-BEAR WORKSHOP, INC.
/s/ Voin Todorovic
Voin Todorovic Chief Financial Officer |
As described in this letter, I consent to the change to my target bonus opportunity for 2020.
/s/ Eric Fencl
Eric Fencl
Date: October 6, 2020
Exhibit 10.5
October 6, 2020
J. Christopher Hurt
Re: Consent to Reduced 2020 Target Bonus Opportunity
Reference is made to that certain Employment, Confidentiality and Noncompete Agreement that you entered into with Build-A-Bear Workshop, Inc. (the “Company”), effective as of March 7, 2016, as amended (the “Agreement”). Section 3(b) of the Agreement provides in part:
Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year.
In light of the uncertain and rapidly evolving situation related to the COVID-19 pandemic, the Compensation and Development Committee of the Board of Directors of the Company has requested that you agree to a reduced target bonus opportunity of 30% of your Eligible Quarterly Earnings (as defined in the Fiscal 2020 Performance Objectives For C-Level Employees) for each fiscal quarter of 2020. Consent to this adjustment is requested for fiscal 2020 only.
Please sign below to acknowledge and give your consent to this change to your target bonus opportunity for 2020.
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Sincerely,
BUILD-A-BEAR WORKSHOP, INC.
/s/ Eric Fencl
Eric Fencl Chief Administrative Officer, General Counsel and Secretary |
As described in this letter, I consent to the change to my target bonus opportunity for 2020.
/s/ J. Christopher Hurt
J. Christopher Hurt
Date: October 6, 2020
Exhibit 10.6
October 6, 2020
Sharon Price John
Re: Consent to Reduced 2020 Target Bonus Opportunity
Reference is made to that certain Employment, Confidentiality and Noncompete Agreement that you entered into with Build-A-Bear Workshop, Inc. (the “Company”), effective as of March 7, 2016, as amended (the “Agreement”). Section 3(b) of the Agreement provides in part:
Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than one hundred percent (100%) of Employee’s earned annual base pay for such fiscal year.
In light of the uncertain and rapidly evolving situation related to the COVID-19 pandemic, the Compensation and Development Committee of the Board of Directors of the Company has requested that you agree to a reduced target bonus opportunity of 30% of your Eligible Quarterly Earnings (as defined in the Fiscal 2020 Performance Objectives For C-Level Employees) for each fiscal quarter of 2020. Consent to this adjustment is requested for fiscal 2020 only.
Please sign below to acknowledge and give your consent to this change to your target bonus opportunity for 2020.
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Sincerely,
BUILD-A-BEAR WORKSHOP, INC.
/s/ Eric Fencl
Eric Fencl Chief Administrative Officer, General Counsel and Secretary |
As described in this letter, I consent to the change to my target bonus opportunity for 2020.
/s/ Sharon Price John
Sharon Price John
Date: October 6, 2020
Exhibit 10.7
October 6, 2020
Jennifer Kretchmar
Re: Consent to Reduced 2020 Target Bonus Opportunity
Reference is made to that certain Employment, Confidentiality and Noncompete Agreement that you entered into with Build-A-Bear Workshop, Inc. (the “Company”), effective as of March 7, 2016, as amended (the “Agreement”). Section 3(b) of the Agreement provides in part:
Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year.
In light of the uncertain and rapidly evolving situation related to the COVID-19 pandemic, the Compensation and Development Committee of the Board of Directors of the Company has requested that you agree to a reduced target bonus opportunity of 30% of your Eligible Quarterly Earnings (as defined in the Fiscal 2020 Performance Objectives For C-Level Employees) for each fiscal quarter of 2020. Consent to this adjustment is requested for fiscal 2020 only.
Please sign below to acknowledge and give your consent to this change to your target bonus opportunity for 2020.
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Sincerely,
BUILD-A-BEAR WORKSHOP, INC.
/s/ Eric Fencl
Eric Fencl Chief Administrative Officer, General Counsel and Secretary |
As described in this letter, I consent to the change to my target bonus opportunity for 2020.
/s/ Jennifer Kretchmar
Jennifer Kretchmar
Date: October 6, 2020
Exhibit 10.8
October 6, 2020
Voin Todorovic
Re: Consent to Reduced 2020 Target Bonus Opportunity
Reference is made to that certain Employment, Confidentiality and Noncompete Agreement that you entered into with Build-A-Bear Workshop, Inc. (the “Company”), effective as of March 7, 2016, as amended (the “Agreement”). Section 3(b) of the Agreement provides in part:
Should Company meet or exceed the sales, profits and other objectives established by the Compensation Committee for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee; provided however, the target bonus opportunity established for Employee in any given fiscal year will be set by the Compensation Committee at not less than fifty percent (50%) of Employee’s earned annual base pay for such fiscal year.
In light of the uncertain and rapidly evolving situation related to the COVID-19 pandemic, the Compensation and Development Committee of the Board of Directors of the Company has requested that you agree to a reduced target bonus opportunity of 30% of your Eligible Quarterly Earnings (as defined in the Fiscal 2020 Performance Objectives For C-Level Employees) for each fiscal quarter of 2020. Consent to this adjustment is requested for fiscal 2020 only.
Please sign below to acknowledge and give your consent to this change to your target bonus opportunity for 2020.
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Sincerely,
BUILD-A-BEAR WORKSHOP, INC.
/s/ Eric Fencl
Eric Fencl Chief Administrative Officer, General Counsel and Secretary |
As described in this letter, I consent to the change to my target bonus opportunity for 2020.
/s/ Voin Todorovic
Voin Todorovic
Date: October 6, 2020