Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers.
On February 12, 2008, Tarragon Corporation (“Tarragon” or the “Company”) entered into
Employment Agreements with William S. Friedman, Tarragon’s Chairmen and Chief Executive Officer,
Erin D. Pickens, Tarragon’s Chief Financial Officer, Robert P. Rothenberg, Tarragon’s President and
Chief Operating Officer, William Rosato, Executive Vice President of Tarragon and President of
Tarragon Development Corporation, and Charles D. Rubenstein, Tarragon’s Executive Vice President
and Chief Real Estate Counsel (collectively, the “Named Executive Officers”). Each of the
Employment Agreements have a term of three years, and provide for a stated salary, a guaranteed
minimum bonus for the first year of the term, and salary and benefits continuation for a varying
number of months in the event that the Named Executive Officer is terminated for any reason other
than cause, or as a result of death or voluntary resignation. The amounts set forth next to their
name are payable to each of the Named Executive Officers under their Employment Agreements with the
Company:
| Guaranteed Minimum | Salary and Benefits | |||||||||||||||
| Named Executive Officer | Title or Position | Base Salary | Bonus for 2008 | Continuation Period | ||||||||||||
William S. Friedman |
Chairman and CEO | $ | 500,000 | $ | 400,000 | 36 mos. | ||||||||||
Erin D. Pickens |
CFO | $ | 236,900 | $ | 100,000 | 12 mos. | ||||||||||
Robert P. Rothenberg |
President and COO | $ | 750,000 | $ | 250,000 | * | 36 mos. | |||||||||
William Rosato |
Executive VP and President of | $ | 400,000 | $ | 400,000 | 18 mos. | ||||||||||
| Major Subsidiary | ||||||||||||||||
Charles D. Rubenstein |
Executive Vice President and | $ | 386,000 | $ | 150,000 | 12 mos. | ||||||||||
| Chief Real Estate Counsel | ||||||||||||||||
* Mr. Rothenberg also has the opportunity to earn an additional incentive bonus of not less
than $250,000 based on performance goals to be established by the Board or a committee of the Board
in accordance with the Company’s Incentive Compensation Plan.
Except as summarized in the table above, the other terms and conditions of the Employment
Agreement for each Named Executive Officer are substantially identical. The foregoing description
of the Employment Agreements is not complete and is qualified in its entirety by reference to the
form of Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
In addition, the Company granted stock options and awards of restricted stock to each Named
Executive Officer as previously disclosed on Form 4s filed by each Named Executive Officer with the
Securities and Exchange Commission (the “SEC”). The awards were granted pursuant to the Company’s
Amended and Restated Omnibus Plan and on the terms and conditions of the form of award agreements
thereunder, all of which have been previously filed by the Company with the SEC, except that the
stock options granted to the Named Executive Officers vest over three years and have a five-year
term.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
10.1
|
Form of Employment Agreement, dated as of February 12, 2008, between the Company and each of the Named Executive Officers. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TARRAGON CORPORATION |
||||
| By: | /s/ Erin D. Pickens | |||
| Erin D. Pickens | ||||
| Chief Financial Officer | ||||
Date: February 14, 2008
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EXHIBIT INDEX
| Exhibit No. | Description | |
10.1
|
Form of Employment Agreement, dated as of February 12, 2008, between the Company and each of the Named Executive Officers. | |
4