GAIN Capital files SEC report about employment agreements with Diego Rotsztain and Samantha Roady

Maria Nikolova

Earlier this week, the brokerage entered into employment agreements with Diego Rotsztain, the Company’s Executive Vice President, Head of Corporate Development and General Counsel, and Samantha Roady, the Company’s Chief Commercial Officer.

Online trading major GAIN Capital Holdings, Inc (NYSE:GCAP) has unveiled employment agreement information in a SEC filing published on Friday, February 8, 2019.

The brokerage states that, earlier this week, it entered into an employment agreement with Diego Rotsztain, its Executive Vice President, Head of Corporate Development and General Counsel, and Samantha Roady, its Chief Commercial Officer.

Each Employment Agreement has an initial term of three years and automatically renews for successive one-year periods.

Each Employment Agreement envisages that, in the event the employment terminates without “Cause” or as a result of a resignation for “Good Reason” other than in connection with a “Change in Control”, he or she will be entitled to receive any earned and unpaid salary through the date of termination, as well as any accrued and unused paid time off and appropriate expense reimbursements.

In such circumstances, subject to the execution of a release of claims in favor of GAIN, the applicable executive would also be entitled to receive the following payments and benefits:

  1. severance in an amount equal to 18 months’ base salary in effect at the time of termination;

  2. any accrued and unpaid incentive bonuses for the fiscal year prior to termination of employment;

  3. a pro-rata bonus with respect to such year, which amount shall be calculated pursuant to a formula set forth in each Employment Agreement, taking into account the Company’s performance during the relevant fiscal year and assuming satisfaction by the applicable executive of his or her personal goals and objectives at levels specified in each Employment Agreement;

  4. an amount equal to one-and-a-half times the applicable executive’s aggregate incentive compensation for the year in which termination occurs;

  5. with respect to outstanding equity incentive awards, accelerated vesting such that all equity grants held at the time of termination that are subject to time-based vesting conditions that would have vested from the date of grant through the end of the 18-month period following the applicable executive’s termination will immediately vest and become exercisable;

  6. continued health benefits at the same premium rates charged to other current employees for the 18-month period following termination of employment.

Furthermore, in the event of termination of the employment without “Cause” or in the event of a resignation for “Good Reason” on or within twelve months after a “Change in Control”, the applicable executive would be entitled to receive any earned and unpaid salary through the date of his or her termination, as well as any accrued and unused paid time off and appropriate expense reimbursements.

Each Employment Agreement stipulates that, in such circumstances, subject to the execution of a release of claims in favor of the Company, the applicable executive would also be entitled to receive:

  1. severance in an amount equal to twenty-four months’ base salary in effect at the time of termination;
  2. any accrued and unpaid incentive bonuses for the fiscal year prior to termination of employment;
  3. a pro-rata incentive bonus with respect to the fiscal year in which the termination of employment occurs based on the applicable executive’s target incentive bonus for such fiscal year and, in certain instances described in the applicable Employment Agreement, the Company’s achievement of annualized operating metrics during the year of termination;
  4. an amount equal to two-times the applicable executive’s aggregate target incentive compensation for the fiscal year in which the termination of employment occurs, assuming satisfaction of corporate and personal goals and objectives at levels specified in each Employment Agreement;
  5. with respect to outstanding equity awards, accelerated vesting such that all equity grants held at the time of termination that are subject to time-based vesting conditions will immediately vest and become exercisable in full, and that all equity grants subject to performance-based vesting conditions will immediately vest and become exercisable assuming the satisfaction of Company goals and objectives at levels specified in each Employment Agreement; and
  6. continued health benefits at the same premium rates charged to other current employees for the twenty-four month period following termination of employment.

Each Employment Agreement also contains non-disclosure, non-competition and non-solicitation provisions. In case the applicable executive breaches any of these covenants, GAIN’s obligations to pay such executive the amounts described above will cease.

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