SEB Seaboard Corp

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 2, 2020, the Company announced that the Board of Directors (the “Board”) appointed David H. Rankin, the Company’s then-serving Senior Vice President, Taxation and Business Development to the office of Executive Vice President and CFO effective on the same date. On January 12, 2021, the Company and Mr. Rankin entered into a Restated Employment Agreement (the “Employment Agreement”), which restates and replaces the Employment Agreement between the parties dated as of June 2013.

Pursuant to the Employment Agreement, Mr. Rankin agrees to serve as Executive Vice President and CFO of the Company for an initial term ending on December 31, 2021, which will renew automatically for additional one (1) year terms unless a notice of non-renewal is given by the Company. The term will not extend beyond December 31, 2033 unless otherwise agreed by the Company and Mr. Rankin.  The Employment Agreement provides that Mr. Rankin will receive an annual base salary of $425,000, effective December 3, 2020, subject to annual increases at the discretion of the Board.  The Employment Agreement also provides that Mr. Rankin is eligible for an annual target bonus of 131.25% of his base salary and a maximum bonus of 175% of his base salary and provides Mr. Rankin a guaranteed minimum bonus of $300,000 for any calendar year during his employment period. In the event Mr. Rankin’s salary and bonus for a year totals in excess of $1,000,000, the amount of Mr. Rankin’s bonus, if any, in excess of $300,000 may be deferred at the option of the Company pursuant to the Company’s Post-2018 Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Any amounts deferred pursuant to the Deferred Compensation Plan may be invested in various investment options and, upon Mr. Rankin’s retirement or termination of employment, such deferred amounts will be paid to him in installments of up to $1,000,000 per year for up to five (5) years, with any remaining balance due thereafter to be paid in full in the sixth year thereafter. Mr. Rankin will also receive a car allowance and gasoline charge privileges in accordance with the Company’s car allowance policy. Mr. Rankin is subject to certain non-competition, non-solicitation and confidentiality restrictive covenants in the Employment Agreement. The Employment Agreement provides for the payment of severance payments and benefits to Mr. Rankin upon the termination of his employment in certain circumstances, subject to his compliance with certain restrictive covenants. In connection with Mr. Rankin’s appointment, the Board approved Mr. Rankin’s personal use of the Company’s airplane for up to 10 hours of flight time per year. The Company will also pay for incidental fees and expenses incurred related to the flights, including ground transportation, and a “tax gross-up” of the estimated federal and state income taxes Mr. Rankin will incur as a consequence of this benefit.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Employment Agreement, a copy of which will be filed by the Company as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2020.

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