Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(e)
On January 10, 2018, Exela Technologies, Inc. (the Company) announced that Mark D. Fairchild would assume the new role of President, Exela Smart Office
SM
. In his new role, Mr. Fairchild will be focused on developing, selling and delivering the Companys Smart Office technology to customers globally. In addition, on December 18, 2018, the Company and Mr. Fairchild mutually agreed to terminate the employment agreement dated as of May 27, 2007, between Mr. Fairchild and the Companys subsidiary, BancTec, Inc., as amended October , 2007, May 26, 2008, June 1, 2009, March 9, 2011 and November 30, 2012. In connection with the termination of the employment agreement, the Company agreed to:
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pay Mr. Fairchild a special incentive award in an aggregate amount equal to $250,000.00 payable in 26 equal bi-weekly payments subject to his continued employment; however, in case his employment is terminated by the Company, except due to Mr. Fairchilds gross negligence or wilful misconduct, any remaining amount will be payable in a lump sum on the day of termination; and
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in the event Mr. Fairchilds employment is terminated without cause (other than due to his death or disability) prior to August 31, 2019, accelerate the vesting of the 36,400 restricted stock units to receive shares of the Companys common stock that were granted to Mr. Fairchild on August 30, 2018 and that are scheduled to vest on August 31, 2019.
Mr. Fairchild remains an officer of the Company and is employed by one of its subsidiaries. The termination of his employment agreement is part of the Companys overall compensation plan to harmonize the employee benefits of officers of the Company and to eliminate non-conforming agreements. Mr. Fairchilds agreement was the last such agreement.
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