Dave & Buster's Entertainment, Inc. appointed Christopher Morris as new CEO

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


Appointment of Chief Executive Officer


In connection with the Transactions, the Company announced that the Board will appoint Christopher Morris as Chief Executive Officer of the Company and as a member of the Board, effective at the closing of the Transactions. There are no transactions between the Company and Mr. Morris that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Morris and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. Further, there is no arrangement or understanding between Mr. Morris and any other persons pursuant to which Mr. Morris was selected as an officer and director.


As Chief Executive Officer, Mr. Morris will receive an annualized base salary of $750,000, effective as of the closing of the Transactions, will be eligible to receive an annual target bonus equal to 100% of his base salary and is expected to be eligible for annual grants of long-term incentive awards with a target grant date value of 200% of his base salary. 


Following the closing of the Transactions, pursuant to his offer letter with the Company (the "Offer Letter") Mr. Morris will be granted (i) an option to purchase shares of Company common stock valued at $3,333,334 (based on the closing price on the closing date of the Transactions (the "Transaction Closing Price"), with an exercise price equal to the Transaction Closing Price, vesting ratably in equal annual installments over five years, (ii) provided Mr. Morris invests an aggregate of $1 million in Company common stock at market prices within 30 days following the closing of the Transaction (or if the Company trading window is closed during that time, the next open trading window), an option to purchase shares of Company common stock valued at $1,000,000 (based on the Transaction Closing Price), with an exercise price equal to the closing price on the date of grant, vesting ratably in equal annual installments over five years, (iii) a restricted stock unit grant valued at $500,000 (based on the Transaction Closing Price), vesting ratably in equal annual installments over five years, (iv) a performance stock unit grant with respect to Company shares valued at $5,333,333 (based on the Transaction Closing Price), which will vest upon achievement of a per share closing price hurdle equal to 200% of the Transaction Closing Price based on the weighted average closing price for the sixty consecutive trading days ending on the fifth anniversary of the grant date, subject to earlier vesting in installments if this price target is achieved earlier, and (v) a performance stock unit grant with respect to shares valued at $3,333,333 (based on the Transaction Closing Price), which will vest 100% upon achievement of a per share closing price hurdle equal to 300% of the Transaction Closing Price based on the weighted average closing price for the sixty consecutive trading days ending on the fifth anniversary of the grant date, subject to earlier vesting in installments if this price target is achieved earlier, in each case, subject to continued employment through the applicable vesting date and the terms and conditions of our equity incentive plan.


Pursuant to terms of his employment agreement (the "Employment Agreement"), upon termination without "cause" by the Company or upon termination by Mr. Morris due to "good reason" (as these terms are defined in his Employment Agreement), subject to the execution of a release of claims and continued compliance with the restrictive covenants contained in the Employment Agreement, Mr. Morris is entitled to (i) continued payment of his annual base salary for 24 months, (ii) any unpaid bonus for a completed calendar year based on actual performance, (iii) a pro-rata bonus for the year of termination based on actual performance and (iv) continued payment of medical premiums for 12 months.


Mr. Morris has also agreed to a non-competition and non-solicitation covenant that extends for two years following termination of employment.


The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement and Mr. Morris' offer letter, which are filed as Exhibits 10.3 and 10.5 hereto, respectively, each of which is incorporated by reference into this Item 5.02.


Christopher Morris has served as President & Chief Executive Officer of Main Event Entertainment since March 2018. Prior to joining Main Event, Mr. Morris served as President of California Pizza Kitchen from September 2013 to March 2018. Mr. Morris has also held the position of Chief Financial Officer with On The Border and served as the Chief Financial Officer of CEC Entertainment. Mr. Morris began his career at Deloitte & Touche and holds a bachelor's degree from Missouri State University and a master's of business administration from the University of Kansas.


Departure of Interim Chief Executive Officer


The Board announced that the Company's current Interim Chief Executive Officer, Kevin Sheehan, will leave his role upon the consummation of the Transactions. We expect Mr. Sheehan will continue in his capacity as Chairman of the Board following the consummation of the Transactions.