Tops Holding II filed with the U.S. Bankruptcy Court a motion for entry of an order approving the Debtors’ (i) key employee incentive plan (KEIP) and (ii) key employee retention plan (KERP).
The motion explains, “The Debtors’ management personnel and certain other employees (collectively, the ‘Key Employees’) are critical to the Debtors’ ability to achieve these objectives, successfully reorganize and, among other things, to preserve the going-concern value of the Debtors’ businesses and maximize creditor recoveries. However, prior to and since the Commencement Date, there has been a high degree of uncertainty among the Debtors’ Key Employees as to their job security, the future of the Debtors’ business enterprise and, in view of these circumstances, whether they should be seeking other opportunities..”
In addition, “To address these circumstances and properly incentivize the Debtors’ employees and senior management to work toward a value-maximizing restructuring, the Debtors worked extensively with their advisors, including Towers Watson Delaware Inc. (‘Willis Towers Watson’), the Debtors’ independent compensation consultant, to develop two narrowly-tailored programs: (i) a key employee retention plan (the ‘KERP’) for 115 Key Employees (the ‘KERP Participants’), which provides for the payment of fixed cash amounts in two instalments, and (ii) a key employee incentive plan (the ‘KEIP’ and, together with the KERP, the ‘Employee Programs’) for five (5) members of the Debtors’ senior management team who are Key Employees (the ‘KEIP Participants’), which provides for three quarterly cash payments only if the Debtors achieve certain incentive-based performance metrics. The aggregate maximum award under the KERP for the KERP Participants is approximately $3.2 million, with an additional discretionary pool of approximately $300,000. The aggregate maximum potential award under the KEIP for the three quarters is approximately $3.6 million distributed among the KEIP Participants, but again, based on the achievement of performance metrics that will inure to the benefit of all of the Debtors’ economic stakeholders.”
The Court scheduled a May 10, 2018 hearing on the motion.
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