TRUEBLUE, INC. Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K/A)

Section 5.02. Departure of directors or certain managers; Election of directors; Appointment

                  of Certain Officers; Compensatory Arrangements of Certain Officers.



Introduction

As previously reported on the Current Report on Form 8-K filed by TrueBlue, Inc.
(the "Company") on June 15, 2022, (the "Original Filing"), the Company's Board
of Directors (the "Board") appointed Steven C. Cooper, then Chairman of the
Board, to serve as the Company's Chief Executive Officer, effective June 14,
2022. At the time of the Original Filing, Mr. Cooper's compensation arrangements
as Chief Executive Officer had not yet been determined. This amended Current
Report on Form 8-K is being filed to provide the compensation information
omitted from the Original Filing.

On July 8, 2022, the Company entered into three separate agreements with Mr.
Cooper in connection with his appointment to the position of Chief Executive
Officer: (1) an Executive Employment Agreement (the "Employment Agreement"), (2)
a Change-in-Control Agreement (the "CIC Agreement"), and (3) a Non-Competition
Agreement (the "Non-Competition Agreement"), all as summarized below. The
following summary of the terms and conditions of these three agreements is not a
complete discussion of the documents. Accordingly, the following is qualified in
its entirety by reference to the full text of the three agreements, filed
herewith. The Compensation Committee of the Board believes the compensation
arrangements entered into with Mr. Cooper appropriately recognize Mr. Cooper's
high level of experience and his willingness to resume the role as the Company's
Chief Executive Officer after having retired from the position in 2018.

Hiring contract

The Employment Agreement and Offer Letter attached as Exhibit A thereto provide
for Mr. Cooper's compensation as follows:
•A base salary of $1,000,000 annually,
•A target annual bonus opportunity for 2022 equal to 150% of base salary,
prorated from the effective date of his appointment as Chief Executive Officer,
•A signing bonus of $250,000,
•An award of restricted stock units for 2022 with a value equal to $3,500,000 as
of the date of grant (the "Initial RSUs"), and
•Health and wellness benefits offered to all regular employees of the Company.

The Initial RSUs will be granted effective on August 1, 2022. Subject to Mr.
Cooper's continued employment with the Company, the Initial RSUs will cliff vest
on the earlier of (i) the third anniversary date of the grant, or (ii) the
appointment of a new, Board approved Chief Executive Officer, if Mr. Cooper
provides the Board with at least 120 calendar days' advanced written notice of
his intent to terminate employment and/or retire; however, if the appointment of
a new, board approved Chief Executive Officer occurs before the first
anniversary of the date of grant, only one-third of the Initial RSUs will vest
and the remaining two-thirds of the Initial RSUs will be forfeited.

The Employment Agreement does not provide for any specific or minimum term or
duration, and Mr. Cooper's employment is terminable at will. The Employment
Agreement provides that, as a continuation of Mr. Cooper's benefits of continued
healthcare as set forth in his prior employment contract with the Company, dated
October 21, 2015, if Mr. Cooper's employment with the Company ends, he may elect
to continue group health plan coverage for himself and his family under COBRA
until the later of (i) the date Mr. Cooper and his spouse have both reached age
65, or (ii) the date Mr. Cooper and his spouse are both eligible for Medicare,
so long as Mr. Cooper remits to the Company the same premiums for coverage as an
active employee under the Company's group health plan.

If the Company terminates Mr. Cooper's employment without Cause or if Mr. Cooper
terminates his employment with Good Reason, (as those terms are defined in the
Employment Agreement and other than under circumstances covered by the CIC
Agreement), subject to certain conditions (including a requirement that Mr.
Cooper provide a release of claims and comply with post-employment covenants in
the Non-Competition Agreement), Mr. Cooper will receive the following severance
payments (in addition to certain accrued, unpaid obligations):
•Cash Severance: Separation payments for eighteen (18) months from the
termination date at a rate equal to his base monthly salary at the time of
termination.
•Pro Rata Annual Bonus: A bonus for the year of termination, pro-rated for the
portion of the year worked and subject to actual performance results.

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•Equity Vesting: Equity vesting acceleration as follows: (i) excluding the
Initial RSUs, all of his unvested equity awards that are scheduled to vest based
solely on his continued employment within eighteen (18) months following such
termination will become fully vested, and (ii) all of his unvested equity awards
scheduled to vest based upon attainment of specified performance goals shall
vest after the end of the applicable performance period based on actual
performance results, prorated for the portion of the performance period employed
(for which purpose Mr. Cooper will be deemed to have continued employment for a
period of eighteen (18) months following termination).

The Employment Agreement also provides for certain benefits in the event of an
Approved Retirement (as defined in the Employment Agreement), in which event Mr.
Cooper will receive the following:
•Equity Vesting: Equity vesting acceleration as follows: (i) excluding the
Initial RSUs, all of his unvested equity awards that are scheduled to vest based
solely on his continued employment within eighteen (18) months following such
termination will become fully vested, and (ii) all of his unvested equity awards
scheduled to vest based upon attainment of specified performance goals shall
vest after the end of the applicable performance period based on actual
performance results, prorated for the portion of the performance period employed
(for which purpose Mr. Cooper will be deemed to have continued employment for a
period of eighteen (18) months following termination).

Change of control agreement

The Company entered into a CIC Agreement with Mr. Cooper substantially similar
to the agreement entered into with other Company executives. The CIC Agreement
provides that, in the event Mr. Cooper's employment is terminated by the Company
without Cause (as defined in the CIC Agreement) or Mr. Cooper terminates his
employment for Good Reason (as defined in the CIC Agreement) during the three
years following a Change in Control (as defined in the CIC Agreement) of the
Company, Mr. Cooper will be entitled to (in addition to certain accrued, unpaid
obligations): (1) an amount equal to two times the sum of (i) his annual base
salary plus (ii) the average of the annual incentive or bonus paid to Mr. Cooper
during the two years immediately prior to the Change in Control and (2)
continued welfare benefits for a period of up to 18 months, and (3) full
acceleration of vesting as of the date of termination for all stock options,
restricted stock and any other equity awards.

Non-competition agreement

The Non-Competition Agreement provides protections to the Company after Mr.
Cooper's employment with the Company ends. The Non-Competition Agreement
prohibits Mr. Cooper from providing services to a conflicting organization (as
defined in the Non-Competition Agreement) for 12 months after a termination from
the Company, and further prohibits him from soliciting customers or employees of
the Company for 24 months after a termination from the Company.


Item 9.01.     Financial Statements and Exhibits.


(d)Exhibits
   Exhibit
   Number                                  Exhibit Description                                 Filed Herewith

10.1 Framework employment contract between TrueBlue, Inc. and steven cooper,

              X
              effective July 8, 2022

10.2 Change of control agreement between TrueBlue, Inc. and steven cooper,

                 X
              effective July 8, 2022
    10.3        Non-Competition Agreement between TrueBlue, Inc. and Steven Cooper,                   X
              effective July 8, 2022

104 Cover Page Interactive Data File – The cover page of this current report on

           X
              Form 8-K is formatted as Inline XBRL



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