Green Brick Partners Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Item 9B. Other Information
(a) 10b5-1 Trading Plans
During the three months ended December 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On January 30, 2024, the Company entered into a First Amendment to each of its outstanding note purchase agreements to revise certain financial covenants in order to appropriately reflect the Company’s size and growth and to align each note purchase agreement with the Company’s recently amended credit agreement.
All other material terms of the note purchase agreements remain unchanged. The Company and certain of its affiliates may from time to time enter into commercial arrangements with the holders of the notes and/or their respective affiliates, and affiliates of certain of the holders may provide advisory and other services to the Company and its affiliates.
The description above is qualified in its entirety by reference to each amendment, copies of which are filed as Exhibit 10.39A, 10.41A, 10.45A and 10.49A to this Annual Report on Form 10-K.
On October 25, 2024, the Company renewed its employment agreement with Mr. Brickman (the “Brickman Employment Agreement”) extending the term of his employment until December 31, 2027. The Brickman Employment Agreement increases Mr. Brickman’s annual base salary to $1,600,000 commencing November 1, 2024, and his target bonus to $3,700,000, subject to increase, but not decrease, by the Compensation Committee. Payment of the bonus is contingent upon the achievement of performance goals established and assessed solely at the discretion of the Compensation Committee of the Board. The annual bonus may be payable partially in cash and partially in equity, as determined by the Compensation Committee. The Brickman Employment Agreement also provides that Mr. Brickman is eligible to be granted an annual equity-based award under the Company’s long-term incentive compensation plan, subject to the terms and conditions of the Company’s 2024 Omnibus Incentive Plan.
In the event that Mr. Brickman’s employment is terminated due to a Qualified Retirement (as defined in the Brickman Employment Agreement), the Company will provide Mr. Brickman with (i) any equity award granted to Mr. Brickman, pursuant to the long-term incentive compensation plan, and (ii) any restricted stock units or other equity awards that have not previously vested will remain subject to the performance requirements and vesting dates set forth in the respective award agreement. All other material terms of the Brickman Employment Agreement remain the same, including the provisions for severance benefits, change in control benefits, and for the non-competition, non-solicitation and confidentiality provisions during his employment and for a period of twelve months after termination.
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