Southland Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 13, 2025.
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Mar 31, 2025 · Filed May 13, 2025
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ITEM 5. Other Information
On May 9, 2025, the Company entered into an employment agreement with Keith Bassano (the “Employment Agreement”). The Employment Agreement provides for at-will employment, an annual base salary of $357,000, eligibility to receive an annual cash performance bonus, eligibility to receive equity grants pursuant to the Company’s equity plans and eligibility to participate in the Company’s benefit plans. The annual base salary and annual cash performance bonus are expected to be reviewed annually by the Company. The Employment Agreement provides for an annual cash performance bonus that is targeted, but not guaranteed, to be between 80% and 200% of Mr. Bassano’s annual base salary for that particular year.
Mr. Bassano is subject to certain restrictive covenants, including, but not limited to, confidentiality, non-disclosure and non-solicitation covenants under the Employment Agreement. The Employment Agreement provides for the following payments upon termination, including in connection with a change in control:
| ● | Termination by the Company for Cause or Termination by Executive Without Good Reason. If the Company terminates Mr. Bassano’s employment for cause or Mr. Bassano terminates his employment without good reason, the Company will pay his base salary due through the date of termination and all accrued benefits, if any, to which Mr. Bassano is entitled as of the date of termination, at the time such payments are due, and Mr. Bassano’s rights with respect to equity or equity-related awards will be governed by the applicable terms of the related plan and/or separate award agreement. |
| ● | Termination by the Company without Cause or Termination by Executive with Good Reason. If the Company terminates Mr. Bassano’s employment other than for cause or disability or if Mr. Bassano terminates his employment with good reason: (i) the Company will pay (A) Mr. Bassano’s base salary due through the date of termination, (B) a pro rata bonus at the time other employees receive annual bonuses for the calendar year in which the date of termination occurs and in all events by March 15 of the calendar year following the year in which such termination occurs, (C) all accrued benefits, if any, to which Mr. Bassano is entitled as of the date of termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to one (1) times the sum of Mr. Bassano’s base salary and target annual bonus for the year of termination, payable in a lump sum on the 60th day following the date of termination, (ii) all outstanding equity awards held by Mr. Bassano immediately prior to his termination will immediately vest (with outstanding options remaining exercisable for the length of their remaining term), and (iii) Mr. Bassano and his covered dependents will be entitled to continued participation in benefit plans on the same terms and conditions as applicable immediately prior to his date of termination for 18 months; provided that if such continued coverage is not permitted under the terms of such benefit plans, the Company will pay Mr. Bassano an additional, lump sum amount that, on an after-tax basis, is equal to the cost of comparable coverage obtained by Mr. Bassano, and (E) a cash, lump sum in an amount equal to any unpaid portion of the signing bonus and the deferred compensation, if any, payable in a lump sum on the 60th day following the date of termination. |
| ● | Termination Upon a Change in Control. If (i) Mr. Bassano’s employment is terminated by the Company without cause (and not as a result of death or disability) or a resignation by Mr. Bassano with good reason during the two-year period following a change in control or (ii) a termination of Mr. Bassano’s employment by the Company without cause (and not as a result of death or disability) within six (6) months prior to a change in control, if the termination was at the request of a third party or otherwise arose in anticipation of the change in control, Mr. Bassano will receive the payments and benefits set forth in Termination by the Company without Cause or Termination by Executive with Good Reason, except that in lieu of the lump-sum payment under subsection (i)(D) thereof, Mr. Bassano will receive a cash payment in an amount equal to two (2) times the sum of his base salary and target annual bonus for the year of termination (without taking into account any reductions which would constitute good reason), payable in a lump sum on the 60th day following the date of termination. |
The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is attached hereto and filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
During the last fiscal quarter, none of our other officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
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