On February 12, 2019, Washington Prime Group Inc. (the “Registrant,” “Company” or “WPG”) executed an amendment (the “Amendment”) to the Employment Agreement, entered into on August 6, 2018 and effective as of August 3, 2018 (the “Agreement”), between the Company and Lisa A. Indest, the Company’s incumbent Executive Vice President, Finance and Chief Accounting Officer. Ms. Indest was promoted from Senior Vice President, Finance to Executive Vice President, Finance and elected to that positon by the WPG Board of Directors (the “Board”) on February 12, 2019. The Board and its Compensation Committee also approved the Amendment on February 12, 2019.
Under the Amendment, the Agreement is modified to: (i) reflect Ms. Indest’s title change to Executive Vice President, Finance and Chief Accounting Officer, (ii) increase her annual base salary, and (iii) modify and increase Ms. Indest’s target bonus opportunity under the Company’s annual cash incentive (bonus) plan. All other terms of the Agreement remain unaltered and of full force and effect. The disclosure under this Item 1.01 is qualified in its entirety by the Amendment attached hereto as Exhibit 10.1.
1. “Senior Vice President, Finance and Chief Accounting Officer” is hereby changed to “Executive Vice President, Finance and Chief Accounting Officer” in Sections 2(a)(i) and 3(c)(i) of the Employment Agreement.
2. The first sentence of Section 2(b)(i) of the Employment Agreement is hereby amended to read as follows:
“During the Employment Period, the Executive shall receive an annual base salary at the rate of $326,998.71 (the ‘Annual Base Salary’), subject to applicable income tax and other legally required withholding and any deductions that the Executive voluntarily authorizes in writing.”
3. The second and third sentences of Section 2(b)(ii) of the Employment Agreement are hereby amended to read as follows:
“The Executive’s target Annual Bonus shall be 100% of the Annual Base Salary (the ‘Target Bonus’). The actual Annual Bonus may range from 0% to 150% of the rate of the Target Bonus, based on the level of achievement of performance goals established by the Committee (which performance goals shall be consistent with those applicable to the Company’s senior executives generally) and communicated to the Executive not later than the 90th day of the applicable fiscal year.”
4. Except as otherwise provided herein, the Employment Agreement shall remain unaltered and of full force and effect.
Full details available from the SEC disclosure statements.