SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2022, Legacy Housing Corporation (the “Company”) entered into a rescission and relinquishment agreement (the “Rescission Agreement”) with Curtis D. Hodgson, Executive Chairman of the Company.
The Rescission Agreement allows Mr. Hodgson to rescind and relinquish certain equity awards granted under a previous employment agreement and allows the Company to accept such rescission and relinquishment, without any payment therefor. A copy of the Rescission Agreement is filed as exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Cover Page Interactive Data File (formatted as Inline XBRL).
Pursuant to the requirement 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.
LEGACY HOUSING CORPORATION
Date: November 21, 2022
/s/ R. Duncan Bates
R. Duncan Bates
President and Chief Executive Officer
RESCISSION AND RELINQUISHMENT AGREEMENT
This Rescission and Relinquishment Agreement (this “Agreement’) is entered into as of this 15th day of November, 2022 between Legacy Housing Corporation, a Texas corporation (“Legacy”) and Curtis D. Hodgson (the “Employee,” and together with the Company, the “Parties”), with reference to the following:
WHEREAS, the Parties entered into an employment agreement dated January 5, 2022 (“Employment Agreement”);
WHEREAS, Paragraph 3(d) of the Employment Agreement provides the following (“Equity Awards”):
a.If, during the Employment Period, the Company’s stock price reaches and remains for a period of fifteen consecutive market days at a closing price of $36 per share, the Company shall immediately grant to Employee a restricted stock award of 175,000 shares. Fifty percent of the shares shall be vested at grant and fifty percent shall vest on the Anticipated Termination Date, so long as Employee is employed on that date. These shares shall otherwise be subject to the terms of an award agreement and the Incentive Plan.
b.If, during the Employment Period, the Company’s stock price reaches and remains for a period of fifteen consecutive market days at a closing price of $48 per share, the Company shall immediately grant to Employee a restricted stock award of 175,000 shares. Fifty percent of the shares shall be vested at grant and fifty percent shall vest on the Anticipated Termination Date, so long as Employee is employed on that date. These shares shall otherwise be subject to the terms of an award agreement and the Incentive Plan.
WHEREAS, the Employee desires to rescind and relinquish the Equity Awards and the Company desires to accept such rescission and relinquishment, without any payment therefor.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agrees as follows: Employee rescinds and relinquishes the Equity Awards. The Company accepts such rescission and relinquishment without any payment therefor. The effective date of the rescission and relinquishment is October 1, 2022. All other terms and conditions in the Employment Agreement are unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this Rescission and Relinquishment Agreement as of the date first set forth above.
LEGACY HOUSING CORPORATION
CURTIS D. HODGSON
/s/ Joseph P. Lane
/s/ Curtis D. Hodgson
Name: Joseph P. Lane
Curtis D. Hodgson
Its: Chairman of the Compensation Committee