GTS Triple S Management Corporation

 

(e) On December 21, 2021, Triple-S Management Corporation (the “Company”) entered into an employment agreement (the “Agreement”) with Mr. Roberto García-Rodriguez in connection with his employment as President and Chief Executive Officer of the Company. The Agreement applies to Mr. García-Rodriguez’s employment from January 1, 2022 to December 31, 2024 and is not subject to automatic extension.

 

Pursuant to the terms of the Agreement and commencing on January 1, 2022, Mr. García-Rodriguez will receive a minimum base annual salary of $825,000. The Board of Directors of the Company (the “Board”) may increase Mr. García-Rodriguez base annual salary in subsequent years under the Agreement pursuant to the Board’s compensation policy. In addition, Mr. García-Rodriguez will be eligible to receive a performance bonus for each fiscal year, which will be based on metrics established by the Board and computed pursuant to the Board’s compensation policy. The Board may also provide, in its discretion, other types of short or long-term incentive compensation to Mr. García-Rodriguez. Under the Company’s compensation program, Mr. García-Rodriguez is also entitled to receive an annual non-performance based bonus required by Puerto Rico law and participate in a 401-K retirement savings plan, deferred compensation or other plans, and any other benefits and privileges on the same basis as generally provided to other executives of the Company. Mr. García-Rodriguez is also entitled to receive certain perquisites such as reimbursement of business related expenses.

 

If as a result of a change of control (as defined in the Agreement) of the Company, Mr. García-Rodriguez resigns for good reason (as defined in the Agreement) or is terminated without cause, he will be entitled to receive: (i) an amount equal to two times the sum of (a) the highest base annual salary paid by the Company to Mr. García-Rodriguez during the three years preceding the change of control and (b) the average performance bonus paid by the Company to Mr. García-Rodriguez for the preceding three years; and (ii) certain perquisites and fringe benefits (the “Fringe Benefits”) for twenty-four months.

 

If Mr. García-Rodriguez’ employment is terminated by the Company without cause, he will be entitled to receive: (i) a severance payment equal to the greater of (a) an amount equal to the base annual salary otherwise payable to him until the expiration of the Agreement and (b) the base annual salary for one year; and (ii) the continuation of the Fringe Benefits until the expiration of the Agreement or for a term of one year, whichever is longer. If the Company does not renew Mr. García-Rodriguez’s employment after the expiration of the Agreement, Mr. García-Rodriguez will be entitled to receive (i) his base annual salary for one year; and (ii) the Fringe Benefits for one year. In addition, upon the termination of employment, all of Mr. Garcia-Rodriguez’ rights, equity and other awards under the 401-K benefit plan and the Company’s incentive plan will become fully and immediately vested and exercisable and shall be forthwith delivered to Mr. García-Rodriguez.

 

Mr. García-Rodriguez has agreed to maintain in strictest confidence and not to use in any way, publish, disclose or authorize anyone else to use in any way, publish or disclose any confidential information relating in any manner to the business or affairs of the Company and its affiliates. Mr. Garcia-Rodriguez and the Company will be subject to a reciprocal non-disparagement covenant following the termination of Mr. Garcia-Rodriguez employment with the Company.

 

The description of the Agreement is qualified in its entirety by reference to the text of the Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference into this Item 5.02.

 

(e) On December 21, 2021, the Company entered into a Non-Compete and Non- Solicitation Agreement (the “Non-Compete Agreement”) with Mr. García-Rodriguez in connection with his employment as President and Chief Executive Officer of the Company. The Non-Compete Agreement applies to Mr. García-Rodriguez during his Employment (as defined in the Non-Compete Agreement) and for a period of twelve months following the termination of his employment with the Company.

 

Pursuant to the terms of the Non-Compete Agreement, Mr. García-Rodriguez may not directly or indirectly Engage (as defined in the Non-Compete Agreement) in any Similar Business (as defined in the Non-Compete Agreement) services or activities where the Company is Engaged in Business (as defined in the Non-Compete Agreement) in Puerto Rico or any other country. In addition, Mr. García-Rodriguez may not, for a period of twelve month following the termination of his employment with the Company, (i) induce or attempt to induce any employee of the Company or any of its affiliates or subsidiaries to leave the employ or services of the Company or in any way interfere with the relationship between the Company and the employee or (ii) hire any person who was an employee of the Company or any of its affiliates or subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take place. Mr. Garcia-Rodriguez and the Company will be subject to a reciprocal non-disparagement covenant following the termination of Mr. Garcia-Rodriguez employment with the Company.

 

During his Employment, and for twelve months following the termination of his employment for any reason, Mr. García-Rodriguez must, before accepting any employment with any person or entity engaged in a Similar Business, disclose to the Company the identity of such person or entity and provide a full description of the duties involved in such prospective employment.

 

The description of the Non-Compete Agreement is qualified in its entirety by reference to the text of the Non-Compete Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference into this Item 5.02.