SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2012 (November 9, 2012)
Great Wolf Resorts, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (608) 662-4700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2012, Great Wolf Resorts, Inc. (the Company) and James A. Calder, Chief Financial Officer and Corporate Secretary of the Company, agreed that Mr. Calders employment with the Company would terminate no later than March 31, 2013. Mr. Calder will continue in his current role with the Company until such date or, if earlier, until the Company modifies his role or terminates his employment.
In anticipation of the departure, the Company and Mr. Calder have entered into a Separation and Release Agreement, dated November 9, 2012 (the Separation Agreement), a copy of which is attached hereto as Exhibit 10.1.
The terms of the Separation Agreement are consistent in material respects with the treatment of Mr. Calders departure as a termination by the Company without Cause or a resignation by Mr. Calder for good reason, in each case, within eighteen (18) months following a change in control, pursuant to the terms of his Employment Agreement with the Company, dated as of December 13, 2004 (the Employment Agreement). The Employment Agreement will remain in full force and effect until Mr. Calders termination date, except that Mr. Calders ability to resign for good reason under the Employment Agreement has been reduced.
Pursuant to the Separation Agreement, Mr. Calders employment with the Company will terminate on the earlier of (a) March 31, 2013 and (b) the date of Mr. Calders earlier termination by the Company. The Company may appoint a new Chief Financial Officer prior to Mr. Calders termination date and Mr. Calder may be required to assist such person during a period of transition. Upon his termination, Mr. Calder will be entitled to the following payments and benefits:
In exchange for the foregoing payments and benefits, Mr. Calder has provided a general release of claims in favor of the Company as part of the Separation Agreement, which Mr. Calder has agreed to re-execute upon his termination. In addition, following his termination of employment, Mr. Calder will be subject to the restrictive covenants contained in Section 5 of the Employment Agreement, including, without limitation, one-year post-termination non-competition and non-solicitation restrictions.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 15, 2012