Form 8-K Lamb Weston Holdings, For: May 20

 

Exhibit 10.1

 

 

Personal & Confidential

 

May 20, 2021

 

Bernadette Madarieta

[Address]

 

Dear Bernadette,

It is my pleasure to offer you the position of Senior Vice President and Chief Financial Officer at the Lamb Weston office in Eagle, Idaho with a start date of August 6, 2021. The details of this offer are as follows:

 

1)

Annual Salary: $570,000 payable on a bi-weekly basis, less applicable tax withholding and authorized deductions.

 

2)

Annual Incentive: You will continue to be eligible to participate in the Annual Incentive Plan applicable to your positions in fiscal year 2021 and fiscal year 2022, in accordance with the plan provisions. The incentive opportunity for this new role will be targeted at 100% of your eligible earnings. For fiscal year 2022, your effective target as a percentage of eligible earnings will be prorated between the new 100% target and your prior target based on time in each role.

 

3)

Annual Equity Program: You will continue to be eligible to participate in Lamb Weston’s annual equity program. All grant recommendations are subject to approval from the Compensation Committee of the Board of Directors. The annual grant value for this position is currently targeted at $1,140,000 and will become effective with the fiscal year 2022 annual equity program.

 

4)

Benefits Programs: You will continue to be eligible to participate in the company's benefit programs. Additional details concerning these programs are set forth in official plan documents, which will control, should there be any conflict with this letter.

 

5)

Voluntary Deferred Compensation Plan: You will continue to be eligible to participate in the Lamb Weston Voluntary Deferred Compensation Plan each year in accordance with the rules of the plan.

 

6)

Stock Ownership Guidelines: The Company believes that senior management stock ownership demonstrates our commitment to our stockholders. You will be subject to the company’s stock ownership policy for senior executives as adopted by the Compensation Committee of the Board of Directors. The ownership guideline for this position is currently targeted at two times (2x) your base salary. Please refer to the stock ownership guidelines for further detail.

 

7)

Change of Control Severance Plan:   You will be eligible to participate in the Lamb Weston Holdings, Inc. Change of Control Severance Plan (the “Plan”) as a Tier II Participant in the Plan, subject to being an Eligible Employee on the date of a Qualifying Termination and other terms and conditions set forth in the Plan. Additional information about the Plan will be emailed to you upon receipt of your signed offer letter.

 

 

We look forward to your favorable response, which you can indicate by signing and returning a copy of this letter. Bernadette, I look forward to your joining the leadership team in this new role. Please contact me or Micheline Carter if you have any questions about this offer.

 

Sincerely,

 

/s/ Thomas P. Werner

 

Tom Werner

CEO, Lamb Weston

 

Enclosures

cc: Micheline Carter

 

Offer Acceptance

 

I accept this offer of employment. In so doing, I understand and agree that my employment with Lamb Weston is at-will, that I am not employed for any specified duration and that my employment may be terminated by myself, or the Company at any time, with or without cause and with or without notice.

 

Signature

/s/ Bernadette Madarieta

Date

May 21, 2021

 

 

Exhibit 10.2

 

 

05/20/2021

Robert M. McNutt

[Address]

 

Re: RETIREMENT

 

Dear Rob:

 

We have discussed your decision to retire from your position as Senior Vice President and Chief Financial Officer of Lamb Weston Holdings, Inc. (“Lamb Weston” or the “Company”) on August 6, 2021 (the “Retirement Date”). The Company appreciates the advance notification of your intent to retire which provides ample time to ensure a smooth transition process with your successor.

 

In recognition of your service to the Company and playing an important role in helping the Company navigate the challenges of operating during the COVID-19 pandemic while building a strong finance team with deep expertise, the Board of Directors of the Company and its Compensation Committee have agreed to provide you with certain enhanced vesting provisions with respect to your outstanding equity awards under the Lamb Weston Holdings, Inc. 2016 Stock Plan.

 

1.

Subject to your compliance with the conditions set forth in Section 2 below and your continuous employment as the Company’s Senior Vice President and Chief Financial Officer through your Retirement Date, your outstanding equity awards will be subject to the following enhanced vesting provisions:

 

a.

Restricted Stock Units (“RSUs”). Excluding awards granted within the last twelve (12) months prior to the Retirement Date, if any, and notwithstanding that you would otherwise not be eligible for “Early Retirement” pursuant to the terms of your RSUs, these RSUs will vest on a pro-rated basis as described in the “Early Retirement” vesting provisions set forth in the underlying grant agreements, which will be determined by multiplying the number of RSUs by a fraction, the numerator of which is the total number of calendar days during which you remained employed during the applicable vesting period until the Retirement Date, and the denominator of which is the total number of calendar days during the applicable vesting period. Such portions of the RSUs will be paid within sixty (60) days following your Retirement Date, or such later date as may be required by Section 409A of the Code (as defined in the underlying grant agreements).

 

b.

Performance Shares (“PSAs”). Excluding awards granted within the last twelve (12) months prior to the Retirement Date, if any, and notwithstanding that you would otherwise not be eligible for “Early Retirement” pursuant to the terms of your PSAs, these PSAs will vest on a pro-rated basis as described in the “Early Retirement” vesting provisions set forth in the underlying grant agreements based on the number of days you are employed during the applicable three-year period thereunder, but final payment for the PSAs, if any, will be based on the final performance certification at the end of the applicable performance cycle for each award. Such portions of the PSAs will be paid on the respective originally scheduled normal payment date of the particular grant of PSAs, or such other date as may be required by Section 409A of the Code (as defined in the underlying grant agreements).

 

 

2.

As a condition to, and in consideration for, the enhanced vesting provisions described in Section 1 above, you agree to the following:

 

a.

You reaffirm and agree to comply, during and following your employment with the Company, with the restrictive covenant obligations (including but not limited to the confidentiality, non-competition and non-solicitation provisions) set forth in Annex B to the Executive Change of Control Severance Plan Participation Agreement between you and the Company, dated as of October 19, 2017, notwithstanding that you will not be receiving any severance under such plan.

 

b.

You agree to make yourself reasonably available to Lamb Weston and to provide reasonable assistance and cooperation in the event that the Company needs your assistance following your retirement.

 

c.

You agree that you will execute (and not revoke) a general release of claims against the Company in the Company’s standard (and then-current) form (which will be provided to you at the time of your retirement) no later than 60 days following your Retirement Date.

 

If the above meets with your agreement, please sign and return one copy of this letter to me. An executed copy will be returned to you. Note that, except as otherwise specifically provided in this letter agreement, the terms and conditions of your RSUs and PSAs will continue to be governed in accordance with their existing terms.

 

Thank you again for your service to the Company.

 

Sincerely,

 

/s/ Thomas P. Werner

 

Thomas P. Werner

President and Chief Executive Officer

Lamb Weston Holdings, Inc.

 

ACCEPTED AND AGREED TO BY:

 

Signature – Robert M. McNutt          Date May 24, 2021

 

/s/ Robert M. McNutt

 

Printed Name	Employee ID

 

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