001-16017
|
98-0223493
|
|
(Commission file number)
|
(I.R.S. Employer Identification No.)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Emerging growth company
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
ITEM 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
|
· |
The Initial Fixed Term (as such term is defined in the Amended and Restated Employment Agreement) was extended for a two-year period ending on December 31, 2020, unless the
Restated and Amended Employment Agreement is terminated earlier;
|
· |
Mr. Vos’s annual base salary was increased from £605,806 to £617,922 to take into account inflation as of March 1, 2017;
|
· |
Mr. Vos’s eligibility for an annual bonus remains at a target level of 100% of his annual base salary and a maximum level of 200% of his annual base salary. With respect
to Mr. Vos’s annual bonus upon the consummation of a “Change in Control” (as such term is defined in his Severance Agreement), (i) if a Change in Control occurs during the 2018 calendar year or prior to the date on which his bonus for
2018 is paid, Mr. Vos’s annual bonus for 2018 will be automatically deemed to have been achieved at the 100% target level, and (ii) if a Change in Control occurs during the 2019 calendar year, a pro-rated portion of Mr. Vos’s 2019 bonus
will be automatically deemed to have been achieved at the 100% on-target level. In the event that a Change in Control does not occur during 2018 or 2019, Mr. Vos’s annual bonus will remain subject to the terms and conditions of the
Company’s annual incentive scheme;
|
· |
With respect to Mr. Vos’s annual equity incentive awards, the terms of his Letter Agreement with the Employer dated September 20, 2015, were incorporated into the Restated
and Amended Employment Agreement providing that (i) upon on a Change in Control all of Mr. Vos’s outstanding unvested equity awards that are performance shares will vest in full at the target level or at such greater level as may be
provided in the definitive agreement for the Change in Control transaction and (ii) if Mr. Vos’s employment is terminated without cause or for “good reason”, Mr. Vos’s options and awards shall remain in force and continue to vest,
notwithstanding the termination of his employment.
|
BELMOND LTD.
|
|||
By:
|
/s/ Richard M. Levine
|
||
Name: Richard M. Levine
|
|||
Title: Executive Vice President, Chief Legal Officer and
|
|||
Corporate Secretary
|