Q - RESIDEO TECHNOLOGIES,
For the period ended Jun 28, 2025. Filed Aug 5, 2025.
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Jun 28, 2025 · Filed Aug 5, 2025
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Item 5. Other Information
Amendment to Officer Severance Plan
On July 31, 2025, the Compensation and Human Capital Management Committee of the Board of Directors (the “Committee”) approved an amendment to the Resideo Technologies, Inc. Severance Plan for Designated Officers (the “Officer Severance Plan”) that provides enhanced severance benefits to any participant in the Officer Severance Plan who is subject to a covered termination of employment that occurs within the eighteen month period following a divestiture or similar transaction involving the ADI Global Distribution Business or the Products & Solutions Business that does not constitute a “change in control” under the Officer Severance Plan and which transaction occurs prior to December 31, 2027. Participation in the Officer Severance Plan remains limited to the Company’s Chief Executive Officer and reporting officers of the Company under Section 16 of the Exchange Act.
In addition to the benefits that are determined to be payable under Section 5(a) of the Officer Severance Plan, a participant in the Officer Severance Plan, as amended, will be entitled to, in connection with such covered termination that occurs during the relevant period discussed above, with respect to awards under the Company’s Amended and Restated 2018 Stock Incentive Plan that are held by such participant as of the date of such participant’s covered termination, (i) the full accelerated vesting of any then-unvested award that is subject only to time-based vesting conditions and (ii) the full accelerated vesting of any award subject to performance-based vesting conditions based on target performance.
In addition, the Officer Severance Plan was amended to provide that, upon a participant’s covered termination that is not in connection with a “change in control,” such participant is eligible for a prorated cash bonus based upon actual achievement of the performance objectives for the performance year in which the covered termination occurs. Such prorated bonus will be paid to applicable participants at the same time annual bonuses are paid to the Company’s officers in accordance with the Company’s normal practices.
As described more fully in the Officer Severance Plan, in order to receive the foregoing benefits, a participant in the Officer Severance Plan must execute a separation agreement and general release of claims in our favor and affirm his or her continuing obligations towards us, including his or her ongoing restrictive covenants.
In addition, the Officer Severance Plan reflects certain additional changes to conform to best practices, although such changes do not impact the severance benefits to be provided and do not provide for a gross-up of severance benefits in the event that excise taxes under Section 280G of the Code are imposed on the severance benefits.
The foregoing description of the Officer Severance Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
Amendment to Jay Geldmacher Stock Option Agreement
On July 31, 2025, the Committee approved an amendment to Jay Geldmacher’s stock option agreement dated May 28, 2020 to extend the period for Mr. Geldmacher to exercise his vested stock options following his previously-announced retirement to one year following his termination of service pursuant to his transition letter agreement dated November 6, 2024, a copy of which is filed herewith as Exhibit 10.3 and incorporated herein by reference.
Approval of Pro-Rated Incentive Payout for Dana Huth
The Company previously disclosed that in order to provide further focus and alignment to the Company’s Products & Solutions segment, Dana Huth transitioned to a new, non-executive officer position of Senior Vice President, Chief Revenue Officer, Products & Solutions, effective August 9, 2024. On August 4, 2025, Mr. Huth’s employment was involuntarily terminated without cause under circumstances that entitle him to severance benefits as previously described. In addition, in recognition of his service and efforts to facilitate a smooth transition of leadership through his employment in 2025, on July 31, 2025, the Committee approved payment to Mr. Huth of a payout of his annual incentive opportunity, based on actual results for 2025, pro-rated for his period of employment in 2025.
Rule 10b5-1 Trading Arrangements
During the three months ended June 28, 2025, no director or officer of the Company adopted, modified, 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.
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