Vera Bradley Inc.
07/24/2026 | Press release | Distributed by Public on 07/24/2026 14:08
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On July 24, 2026, Vera Bradley, Inc. (the "Company") entered into Executive Severance Plan Agreements with each of Martin Layding, the Company's Chief Operating and Financial Officer, and Melinda Paraie, the Company's Chief Brand Officer. These agreements provide for benefits to the executives in the event either of their employment were to be terminated under certain circumstances.
If the employment of Mr. Layding or Ms. Paraie were to be terminated by the Company without Cause or by the executive for Good Reason (each as defined in the applicable agreement), then the terminated executive would be entitled to receive the following severance benefits from the Company:
i.A lump sum payment equal to twelve (12) months of the executive's then-current base salary;
ii.Any unpaid annual bonus that had been earned in the fiscal year prior to the employment termination;
iii.If after the first fiscal quarter of the applicable fiscal year, a pro rata portion of the executive's annual bonus, if any, for the year of termination;
iv.Payment of up to twelve (12) months of health care insurance premiums under COBRA if the executive elects such coverage, until the executive becomes eligible for coverage from his/her new employer;
v.Immediate vesting of any unvested portion of the sign-on restricted stock unit grant the executive received following commencement of his/her employment; and
vi.Pro-rated vesting of all other unvested restricted stock units granted to the executive on or before January 31, 2028, subject to the Company's achievement of applicable vesting targets required under grants that are performance-based.
In the event the employment terminations described above take place with a period of six months prior to or 24 months after the Company undergoes a Change in Control (as defined in the applicable agreement), the executive would also receive an additional amount equal to six (6) months of his/her then-current base salary.
The receipt of the benefits described above is subject to the executive complying with certain restrictive covenants, including obligations of non-competition, non-solicitation of clients, employees and vendors, non-disclosure of confidential information, and non-disparagement of the Company, each as described in the applicable agreement.
The Company will reimburse Mr. Layding for up to $5,000 of legal fees he incurred in connection with the review and negotiation of his Executive Severance Plan Agreement.
Vera Bradley Inc. published this content on July 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 24, 2026 at 20:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]