PRSU 8-K
Pursuit Attractions & Hospitality, Inc. (PRSU)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2025, the Board of Directors (the “Board”) of Pursuit Attractions and Hospitality, Inc. (the “Company”) approved and adopted the Pursuit Attractions and Hospitality, Inc. Executive Severance Plan (the “Severance Plan”), pursuant to which certain of the Company’s executive officers will be eligible to receive certain severance and/or change in control benefits, and which supersedes and replaces all prior executive severance plans and policies maintained by the Company. David Barry, the Company’s President and Chief Executive Officer, has been designated a Tier 1 Covered Employee under the Severance Plan, and Michael “Bo” Heitz, the Company’s Chief Financial Officer, has been designated a Tier 2 Covered Employee under the Severance Plan, along with certain members of the Company’s leadership team.
The Company and Mr. Barry entered into a participation agreement under the Severance Plan (the “Barry Participation Agreement”), which, together with the Severance Plan, supersedes the Amended and Restated Severance Agreement, entered into as of October 20, 2024, by and between the Company and Mr. Barry. As a Tier 1 Covered Employee, if the Company terminates Mr. Barry’s employment without “cause” or if Mr. Barry resigns for “good reason” (each as defined in the Severance Plan or in the Barry Participation Agreement) (a “Qualifying Termination”), under the Severance Plan, Mr. Barry will be entitled to receive (i) cash severance in a lump sum equal to 24 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 24 months. In the event of a Qualifying Termination that occurs within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the Severance Plan) (the “Change in Control Period”), Mr. Barry would be entitled to receive the above benefits under the Severance Plan but in lieu of (ii), would receive a cash payment equal to two times his target annual bonus for the calendar year in which such Qualifying Termination occurs. In addition, if Mr. Barry’s employment terminates due to his death or “disability” (as defined in the Severance Plan), he or his estate or beneficiaries will receive the benefits set forth above for a Qualifying Termination outside of the Change in Control Period, subject to the release requirement noted below.
As a Tier 2 Covered Employee, if Mr. Heitz experiences a Qualifying Termination, under the Severance Plan, Mr. Heitz will be entitled to receive (i) cash severance, in the form of salary continuation payments, equal to 12 months of his then-current base salary, (ii) a prorated annual bonus based on actual performance for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 12 months. In the event of a Qualifying Termination that occurs within the Change in Control Period, Mr. Heitz would instead be entitled to receive (i) cash severance in a lump sum equal to 18 months of his then-current base salary, (ii) a cash payment equal to 100% of his target annual bonus for the calendar year in which such Qualifying Termination occurs, and (iii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA (or an equivalent amount) for up to 18 months. Mr. Heitz and the Company entered into a standard participation agreement under the Severance Plan in substantially the form attached thereto as Exhibit A.
The receipt of all benefits under the Severance Plan is subject to the applicable executive’s execution and non-revocation of a release of claims in favor of the Company.
The foregoing descriptions of the Severance Plan and the Barry Participation Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Severance Plan and the Barry Participation Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 4, 2025, the Board approved and adopted amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately. Among other things, the amendments effected by the Restated Bylaws:
The foregoing description of the changes contained in the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
3.1 |
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10.1 |
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10.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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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Pursuit Attractions and Hospitality, Inc. |
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(Registrant) |
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Date: |
December 10, 2025 |
By: |
/s/ Michael L. Bosco |
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Michael L. Bosco |
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Title: |
Chief Accounting Officer |
Exhibit 3.1
BYLAWS
OF
PURSUIT ATTRACTIONS AND HOSPITALITY, iNC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AS AMENDED THROUGH DECEMBER 4, 2025
OFFICES AND RECORDS
STOCKHOLDERS
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At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.
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Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws as to such nomination. The number of nominees a stockholder may nominate for election at the special meeting at which directors are to be elected on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.7(A)(2) with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.8 of these Bylaws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chair of the meeting (or, in advance of any meeting of stockholders, the Board of Directors or an authorized committee thereof) shall (a) determine whether or not a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and (b) if any proposed nomination or business was not made or proposed in compliance with these Bylaws, declare that such defective proposal or nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.7, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business advanced
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by such stockholder, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that such proposal or nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.7, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder, beneficial owner or Stockholder Related Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any stockholder, beneficial owner or Stockholder Related Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it or such beneficial owner or Stockholder Related Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
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(i) “affiliates” and “associates” shall have the meanings set forth in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”);
(ii) “business day” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York; and
(iii) “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day.
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(C) Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in his or her absence (or if so directed by the Chair of the Board), by a director or officer designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in his or her absence the chair of the meeting may appoint any person to act as secretary of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of the meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
BOARD OF DIRECTORS
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OFFICERS
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STOCK CERTIFICATES AND TRANSFERS
MISCELLANEOUS PROVISIONS
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AMENDMENTS
ARTICLE VIII
FORUM SELECTION
Section 8.1. Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum,(A) (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, this Certificate of Incorporation or the Bylaws (as either may be amended or restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8.1.
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Exhibit 10.1
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
EXECUTIVE SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION
(Adopted by the Board of Directors Effective December 4, 2025)
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Plan Name: |
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Pursuit Attractions and Hospitality, Inc. Executive Severance Plan |
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Plan Sponsor: |
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Pursuit Attractions and Hospitality, Inc. Denver, Colorado 80202 (602) 207-1000 |
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Identification Numbers: |
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EIN: 36-1169950 |
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PLAN NUMBER: 531 |
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Plan Year: |
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Company’s Fiscal Year ending December 31 |
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Plan Administrator: |
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Pursuit Attractions and Hospitality, Inc. Human Resources Committee of the Board of Directors or Representative Denver, Colorado 80202 (602) 207-1000 |
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Agent for Service of |
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Pursuit Attractions and Hospitality, Inc. Denver, Colorado 80202 |
Legal Process: |
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(602) 207-1000 |
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Type of Plan: |
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Severance Plan/Employee Welfare Benefit Plan |
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Plan Costs: |
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The cost of the Plan is paid by the Company. |
As a Covered Employee under the Plan, you have certain rights and protections under ERISA:
In addition to creating rights for Covered Employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Covered Employees. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. (The claim review procedure is explained in Section 13 and Section 14 above.)
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents and do not receive them within thirty days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
If you have any questions regarding the Plan, please contact the Administrator or the Company’s General Counsel. If you have any questions about this statement or about your rights under ERISA, you may contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272.
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EXHIBIT A
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
EXECUTIVE SEVERANCE PLAN
Form of Participation Agreement for Covered Employees
Pursuit Attractions and Hospitality, Inc. (the “Company”) is pleased to inform you, [name], that you have been selected to participate in the Company’s Executive Severance Plan (the “Plan”) as a [applicable Covered Employee tier] Covered Employee. A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan and this Participation Agreement. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
In order to become a Covered Employee under the Plan, you must complete and sign this Participation Agreement and return it to [name] no later than [date].
The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits and the amount of those benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits applicable to a [applicable Covered Employee tier] Covered Employee if you experience either a CIC Involuntary Termination or a Non-CIC Involuntary Termination.
In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable, and otherwise comply with the requirements under the Plan.
In accordance with the Plan, the benefits, if any, provided under the Plan and this Participation Agreement are intended to be the exclusive benefits for you related to your Involuntary Termination and shall supersede and replace, except as provided in the Plan, any severance benefits for which you otherwise would be eligible under any other Company severance policy, plan, agreement or other arrangement (whether or not subject to ERISA).
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (i) you have received a copy of the Plan; (ii) you have carefully read this Participation Agreement and the Plan and you acknowledge and agree to their terms, including, but not limited to, Section 5 of the Plan; (iii) you agree that this Participation Agreement and the provisions of the Plan supersede any individual agreement between you and the Company and any other plan, policy or practice, whether written or unwritten, maintained by the Company with respect to severance benefits upon your separation from the Company; and (iv) decisions and determinations by the Administrator under the Plan shall be final and binding on you and your successors.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
Signature Name: Title: Date:
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COVERED EMPLOYEE
Signature Name: Title: Date:
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Attachment: Pursuit Attractions and Hospitality, Inc. Executive Severance Plan
EXHIBIT B
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
EXECUTIVE SEVERANCE PLAN
Form of Participation Agreement for Covered Canadian Employees
Pursuit Attractions and Hospitality, Inc. (the “Company”) is pleased to inform you, [name], that you have been selected to participate in the Company’s Executive Severance Plan (the “Plan”) as a [applicable Covered Employee tier] Covered Canadian Employee. A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan and this Participation Agreement. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
The Plan is intended to clarify and confirm your severance entitlements upon the termination of your employment with the Company pursuant to a CIC Involuntary Termination or a Non-CIC Involuntary Termination. For good and valuable consideration, including enhanced severance entitlements and certainty of terms in the event your employment is terminated by way of CIC Involuntary Termination or a Non-CIC Involuntary Termination, you and the Company agree to complete and sign this Participation Agreement.
In order to become a Covered Canadian Employee under the Plan, you must complete and sign this Participation Agreement and return it to [name] no later than [date].
The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits and the amount of those benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits applicable to a [applicable Covered Canadian Employee tier] Covered Canadian Employee if you experience either a CIC Involuntary Termination or a Non-CIC Involuntary Termination.
The portion of the Severance Benefits that exceeds your statutory minimum entitlements required under applicable employment standards legislation is conditional on your execution of a full and final release in favour of the Company, and your compliance with the requirements of the Plan. If you do not execute a full and final release, you will only be provided with your statutory minimum entitlements prescribed by the applicable employment standards legislation.
In accordance with the Plan, the benefits, if any, provided under the Plan and this Participation Agreement are intended to be the exclusive benefits for you related to your Involuntary Termination and shall supersede and replace, except as provided in the Plan, any severance benefits, notice of termination of employment (or pay in lieu thereof) or other entitlements for which you otherwise would be eligible under any other Company severance policy, plan, agreement, employment agreement or other arrangement. For greater certainty, the Severance Benefits constitute your entire entitlement upon termination and is inclusive of your entitlement to notice of termination (or pay in lieu thereof), termination pay, severance pay, benefits continuation and/or any other entitlements or compensation pursuant to statute, contract, common law or otherwise.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (i) you have received a copy of the Plan; (ii) you have carefully read this Participation Agreement and the Plan and you acknowledge and agree to their terms; (iii) you agree that this Participation Agreement and the provisions of the Plan supersede any individual agreement between you and the Company and any other employment agreement, plan, policy or practice, whether written or unwritten, maintained by the Company
with respect to notice of termination (or pay in lieu thereof), termination pay, severance pay, benefits continuation and/or any other entitlements or compensation upon your separation from the Company; and (iv) decisions and determinations by the Administrator under the Plan shall be final and binding on you and your successors.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
Signature Name: Title: Date:
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COVERED CANADIAN EMPLOYEE
Signature Name: Title: Date:
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Attachment: Pursuit Attractions and Hospitality, Inc. Executive Severance Plan
EXHIBIT C
SEVERANCE BENEFITS
CIC Involuntary Termination
Benefits |
Tiers |
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Tier 1 Covered Employee |
Tier 2 Covered Employee |
Tier 3 Covered Employee |
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Severance Period |
24 months |
18 months |
12 months |
Cash Severance Benefits |
24 months of Base Salary and 2x target annual bonus for calendar year in which date of CIC Involuntary Termination occurs |
18 months of Base Salary and 1x target annual bonus for calendar year in which date of CIC Involuntary Termination occurs |
12 months of Base Salary and 1x target annual bonus for calendar year in which date of CIC Involuntary Termination occurs |
COBRA CIC Payment Period (only applicable to Covered Employees) |
Severance Period for CIC Involuntary Termination |
Severance Period for CIC Involuntary Termination |
Severance Period for CIC Involuntary Termination |
Pay in lieu of Benefits (only applicable to Covered Canadian Employees) |
7.5% of 24 months of Base Salary |
7.5% of 18 months of Base Salary |
7.5% of 12 months of Base Salary |
Non-CIC Involuntary Termination
Benefits |
Tiers |
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Tier 1 Covered Employee |
Tier 2 Covered Employee |
Tier 3 Covered Employee |
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Severance Period |
24 months |
< 1 Year of Service as of date of Non-CIC Involuntary Termination: 6 months ≥ 1 Year of Service as of date of Non-CIC Involuntary Termination: 12 months |
< 1 Year of Service as of date of Non-CIC Involuntary Termination: 3 months ≥ 1 Year of Service as of date of Non-CIC Involuntary Termination: 6 months |
Cash Severance Benefits |
24 months of Base Salary and a prorated annual bonus based on actual performance achievement and number of full days in position for calendar year in which date of Non-CIC Involuntary Termination occurs |
Base Salary for the number of months in the applicable Severance Period and a prorated annual bonus based on actual performance achievement and number of full days in position for calendar year in which date of Non-CIC Involuntary Termination occurs |
Base Salary for the number of months in the applicable Severance Period and a prorated annual bonus based on actual performance achievement and number of full days in position for calendar year in which date of Non-CIC Involuntary Termination occurs |
COBRA Payment Period (only applicable to Covered Employees) |
Severance Period for Non-CIC Involuntary Termination |
Severance Period for Non-CIC Involuntary Termination |
Severance Period for Non-CIC Involuntary Termination |
Pay in lieu of Benefits (only applicable to Covered Canadian Employees) |
7.5% of 24 months of Base Salary |
7.5% of Base Salary for the number of months in the applicable Severance Period |
7.5% of Base Salary for the number of months in the applicable Severance Period |
Exhibit 10.2
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
EXECUTIVE SEVERANCE PLAN
Participation Agreement
Pursuit Attractions and Hospitality, Inc. (the “Company”) is pleased to inform you, David Barry, that you have been selected to participate in the Company’s Executive Severance Plan (the “Plan”) as a Tier 1 Covered Employee. A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan and this Participation Agreement. Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
In order to become a Covered Employee under the Plan, you must complete and sign this Participation Agreement and return it to Jamie Thorpe, SVP of People, no later than Tuesday, December 9, 2025.
The Plan describes in detail certain circumstances under which you may become eligible for Severance Benefits and the amount of those benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits applicable to Tier 1 Covered Employee if you experience either a CIC Involuntary Termination or a Non-CIC Involuntary Termination. For purposes of your participation in the Plan, the definitions of “Cause” and “Good Reason” shall be replaced and superseded by the following definitions:
In addition, in the event of a Non-CIC Involuntary Termination and notwithstanding Section 4.2.1(a) of the Plan, any cash Severance Benefits related to your Base Salary will be payable in the form of a cash lump sum, subject to all other terms and conditions of the Plan.
In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must (i) sign and deliver to the Company the Release, which must have become effective and irrevocable, (ii) resign as a member of the Board, and (iii) otherwise comply with the requirements under the Plan.
In the event of a termination of your employment due to your death or Disability, subject to you or your estate or beneficiaries, as applicable, complying with the Release requirement set forth in Section 5.1 of the Plan, you or your estate or beneficiaries, as applicable, will receive the Severance Benefits set forth in the Plan with respect to a Non-CIC Involuntary Termination, in accordance with the timing and other terms and conditions set forth in the Plan and this Participation Agreement applicable to the receipt of such Severance Benefits. For purposes hereof and your participation in the Plan, the definition of “Disability” shall be replaced and superseded by the following: “Disability” means, due to any physical or psychological incapacity, you are unable to perform all of your essential duties and responsibilities (notwithstanding the provision of any reasonable accommodation) for a period of 180 continuous days.
In accordance with the Plan, the benefits, if any, provided under the Plan and this Participation Agreement are intended to be the exclusive benefits for you related to your Involuntary Termination or a termination of your employment due to your death or Disability and shall supersede and replace, except as provided in the Plan, any severance benefits for which you otherwise would be eligible under any other Company severance policy, plan, agreement or other arrangement (whether or not subject to ERISA). Without limiting the generality of the foregoing, you agree that the Plan and this Participation Agreement together supersede and replace in its entirety that certain Amended and Restated Severance Agreement, made and entered into as of October 20, 2024, by and between you and the Company.
By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (i) you have received a copy of the Plan; (ii) you have carefully read this Participation Agreement and the Plan and you acknowledge and agree to their terms, including, but not limited to, Section 5 of the Plan; (iii) you agree that this Participation Agreement and the provisions of the Plan supersede any individual agreement between you and the Company and any other plan, policy or practice, whether written or unwritten, maintained by the Company with respect to severance benefits upon your separation from the Company; and (iv) decisions and determinations by the Administrator under the Plan shall be final and binding on you and your successors.
PURSUIT ATTRACTIONS AND HOSPITALITY, INC.
/s/ Jamie Thorpe Signature Name: Jamie Thorpe Title: Senior Vice President, People Date:12/9/2025
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COVERED EMPLOYEE
/s/ David W. Barry Signature Name: David W. Barry Title: President and Chief Executive Officer Date:12/9/2025
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Attachment: Pursuit Attractions and Hospitality, Inc. Executive Severance Plan