LIMONEIRA CO : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2022-01-14 08:33:03 ET LMNR

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

On January 10, 2022, the Board of Directors and management of Limoneira Company (the "Company") were notified of Alex M. Teague's decision to retire as Senior Vice President and Chief Operating Officer of the Company, effective as of February 1, 2022. Effective upon Mr. Teague's retirement, the Company will eliminate the position of Chief Operating Officer as part of a reorganization of its management structure. The responsibilities of the Chief Operating Officer will be assigned to other executives of the Company.

In connection therewith, the Company and Mr. Teague entered into a separation agreement, effective February 1, 2022 (the "Separation Agreement"). Pursuant to the Separation Agreement, (i) Mr. Teague will be paid one year of his annual base salary, which shall be paid in one lump sum within ninety (90) business days of January 12, 2022; (ii) twenty-three thousand nine hundred ninety-nine (23,999) shares of the Company's common stock granted to Mr. Teague pursuant to the Limoneira Company Omnibus Incentive Plan, shall fully vest; and (iii) he will receive certain other benefits as set forth in the Separation Agreement.

Mr. Teague has agreed to certain confidentiality and non-disclosure provisions and to release any and all claims against the Company, its affiliates and their officers, directors, shareholders, employees, agents, fiduciaries and other representatives in consideration for the benefits provided to him under the Separation Agreement.

On January 12, 2022, the Company and Mr. Teague entered into a consulting agreement (the "Consulting Agreement"), pursuant to which Mr. Teague will provide consulting services to the Company beginning February 1, 2022. Mr. Teague's consulting services will be rendered to the Company on an as needed basis. Mr. Teague will receive an hourly consulting fee for services rendered under the Consulting Agreement. The Consulting Agreement has an indefinite term may be amended or terminated at any time upon mutual agreement of the Company and Mr. Teague.

The foregoing description of the Separation Agreement and Consulting Agreement are qualified in their entirety by reference to the full text of the Separation Agreement and Consulting Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits

104 Cover Page Interactive Data File (formatted as Inline XBRL)