Business Context and Reporting Period
This Form 8-K Current Report is filed by Consolidated-Tomoka Land Co. (the "Company") on April 16, 2012. The report discloses the appointment of Mark E. Patten as Senior Vice President and Chief Financial Officer, effective April 16, 2012.
Key Financial Metrics
This filing does not contain consolidated financial statements, revenue, profit, cash flow, or liquidity metrics. The only financial data provided relates to the compensation package for the newly appointed executive:
- Base Salary: $200,000 annually.
- Performance Bonus: Eligible for 0% to 50% of base salary, pro-rated for the 2012 fiscal year.
- Severance: 100% of base salary payable in a lump sum upon termination without cause or for good reason following a change in control.
Material Changes
The primary material change reported is the appointment of Mark E. Patten to the role of Senior Vice President and Chief Financial Officer. This appointment includes the execution of a new employment agreement and the grant of equity awards under the Company's 2010 Equity Incentive Plan.
Guidance, Outlook, and Compensation Details
The filing details the following equity awards granted to Mr. Patten effective April 16, 2012:
- Non-Qualified Stock Options: Option to purchase 10,000 shares. Vesting occurs in three equal tranches over three years, with full acceleration upon a change in control. The exercise price equals the fair market value on the grant date.
- Restricted Share Award: Grant of 17,000 restricted shares. Vesting is contingent on the Company's stock price meeting specific targets ranging from $36.00 to $65.00 per share over a six-year period. If price targets are not met within six years, the unvested shares are forfeited.
The filing does not provide general business guidance, outlook, or discuss specific risks beyond the standard contingencies inherent in the employment and equity agreements.
Investor Verification Checklist
- Verify the terms of the Employment Agreement (Exhibit 10.1) regarding "cause" and "good reason" definitions for severance eligibility.
- Review the specific stock price targets and vesting schedule for the 17,000 restricted shares (Exhibit 10.3).
- Confirm the fair market value of the stock on April 16, 2012, to determine the exercise price for the 10,000 stock options.
- Check the Company's 2010 Equity Incentive Plan to ensure sufficient shares were available for these grants.