UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 4, 2022, Full House Resorts, Inc. (the “Company”) entered into a new employment agreement (the “Employment Agreement”) with Elaine L. Guidroz, pursuant to which Ms. Guidroz will serve as the Company’s Senior Vice President, Secretary, General Counsel, and Compliance Officer through February 4, 2025. The Employment Agreement is substantially similar to Ms. Guidroz’ prior employment agreement that expired on September 17, 2021, other than an increase in her annual base salary to $275,000. Ms. Guidroz will also receive a one-time lump sum payment of the incremental difference between her salary in effect at the time of entering into the Employment Agreement and her new base salary under the Employment Agreement, pro-rated for the period of time between the expiration of her prior employment agreement and the effective date of the Employment Agreement. Similar to Ms. Guidroz’s prior employment agreement, the Employment Agreement provides that:
| ● | In addition to her base salary, Ms. Guidroz has an opportunity to earn an annual discretionary cash performance bonus, based on achievement of individual and Company-based performance criteria established by the Company’s board of directors or its compensation committee, in consultation with the chief executive officer, as applicable. |
| ● | In addition to an annual discretionary cash performance bonus, Ms. Guidroz will be paid a bonus of an additional $75,000 within 30 days following the closing of the financing for the Company’s temporary casino facility in Waukegan, Illinois, which occurred on February 7, 2022. |
| ● | Ms. Guidroz is entitled to (i) participate in customary health and employee benefit plans on the same basis as they are available to other senior executives, and (ii) Company-paid life insurance and disability policies each in the amount of $275,000. |
| ● | Upon Ms. Guidroz’s termination of employment due to death or disability, all vested and outstanding stock options held by Ms. Guidroz on the termination date may be exercised. In addition to those already vested, each outstanding, unvested stock option held by Ms. Guidroz shall conditionally vest and become exercisable with respect to the number of shares underlying each such option that would have vested over the one-year period immediately following the termination date, had Ms. Guidroz remained employed by the Company during such one-year period. The remaining unvested portion of each stock option will terminate. |
| ● | If Ms. Guidroz’s employment is terminated by the Company without “Cause” or by Ms. Guidroz for “Good Reason” (each, as defined in the Employment Agreement), then, in addition to accrued amounts, Ms. Guidroz will be entitled to receive the following payments and benefits: |
| o | cash severance in the aggregate amount equal to (i) a pro-rata bonus equal to the average of the cash portion of annual bonuses earned in the immediately preceding two years; and (ii) one year’s salary, each payable in installments for one year after the termination date or, if the termination occurs within six months following a change in control, in a lump sum; |
| o | any unpaid annual bonus to which Ms. Guidroz would have become entitled for the calendar year of the Company that ends prior to the calendar year in which the termination date occurs had Ms. Guidroz remained employed through the payment date, payable in a single lump-sum payment on the date on which annual bonuses are paid to Company’s senior executives generally for such calendar year, but in no event later than March 15th of the calendar year immediately following the calendar year in which the termination date occurs, with the actual date within such period determined by the Company in its sole discretion; and |
| o | Company-paid healthcare continuation coverage for Ms. Guidroz and her dependents for one year after the termination date, unless covered or eligible to be covered by comparable insurance by a subsequent employer. |
Ms. Guidroz’s right to receive the severance payments and benefits (either in connection with a change in control or outside the change in control context) described above is subject to the delivery of an effective mutual general release of claims. The Employment Agreement also contains confidentiality, non-solicitation and non-competition provisions.
A copy of the Employment Agreement is filed with this Form 8-K and attached hereto as Exhibit 10.1. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits | ||
No. | Description | ||
10.1 | Employment Agreement, dated February 4, 2022, between Full House Resorts, Inc. and Elaine L. Guidroz | ||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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.
| Full House Resorts, Inc. | |
Date: February 10, 2022 | /s/ Lewis A. Fanger | |
Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer |