August 15, 2018 – RM Holdco has requested Court authority to honor obligations under (i) a prepetition, non-insider Key Employee Incentive Plan (the “KEIP”), and to further extend the KEIP to certain insiders, and (ii) a prepetition, non-insider Key Employee Retention Plan (the “KERP”) [Docket No. 85]. The motion explains, “The KERP has nineteen (19) Non-Insider Key Employee participants (collectively, the ‘KERP Participants’)….The total aggregate cost of the KERP for all participating employees will be approximately $334,500, and the average payment to Non-Insider KERP Participants is approximately $17,605.…In addition to the KERP, the Debtors developed a KEIP program to ensure that the vital Non-Insider Key Employees, as well as certain Insider Key Employees…will be incentivized to maximize sale proceeds through the ongoing sale process. The KEIP Participants include ten (10) Non-Insider Key Employees (all of whom also participate in the KERP) and two (2) Insider Key Employees (collectively, the ‘KEIP Participants’) who hold critical operational leadership or corporate management positions within the Debtors’ business….The aggregate cost of the KEIP for Non-Insider Key Employees will be no greater than $250,000, and the average payment to Non-Insider KERP Participants is approximately $25,000. In addition to the Non-Insider Key Employees selected to participate in the KEIP, the Debtors have identified the Insider Key Employees – the Company’s Chief Executive Officer and Chief Financial Officer – to participate in the KEIP…. With respect to the Insider Key Employees, the KEIP uses a sale performance benchmark and contemplates payment of a lump sum bonus – solely in the event that a Qualifying Sale results in net proceeds to the estate of over a certain threshold…in an amount calculated based on a fixed percentage of net proceeds from the Qualifying Sale. The aggregate incentives payable under this metric will range from 0% to up to 2% of the net proceeds to the Prepetition Lenders in excess of such threshold amount, depending on the actual net proceeds of such Qualifying Sale.” The Debtors also filed with the Court a motion to file under seal Exhibits B through D of the KEIP and KERP motion [Docket No. 86].
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