Attachment: FORM 10-Q

ex_244910.htm

 

Exhibit 10.3

 

[Cable One Letterhead]

 

 

Mr. James Obermeyer

[REDACTED]

 

 

January 22, 2020

 

Dear James,

 

We are delighted at the prospect that you will be joining Cable One as the Senior Vice President of Marketing and Sales in Phoenix, Arizona. Subject to the approval of our Board of Directors, it is anticipated that you will be appointed as a Senior Vice President effective on your hire date, which we expect will be on February 17, 2020 and no later than February 24, 2020. This role reports directly to me and is subject to your satisfactory completion of a pre-employment background check and all other pre-hire clearances.

 

SALARY AND BONUS

Your starting salary will be $250,000 per annum, payable bi-weekly in accordance with Cable One’s normal payroll practices. This salary is subject to review and possible adjustment in Cable One’s sole discretion, including based on market changes, performance, and other factors.

 

As part of your employment with Cable One, as Senior Vice President, you will be eligible to receive an annual bonus targeted at 50 percent of your base annual salary (with potential of up to 100 percent of base salary). Bonuses are awarded in Cable One’s sole discretion and are determined after an evaluation of the Company’s performance as well as your own performance for the period. Payment of a bonus for one year does not guarantee payment in any subsequent year, and past performance does not guarantee future payouts. For the avoidance of doubt, any bonus in respect of your first year of employment (i.e., under the 2020 Annual Executive Bonus Plan) will be prorated. Bonuses are typically paid out in March after the calendar year for which they are awarded, and only associates who remain on Cable One’s payroll on the date of the payment are eligible. No prorated bonus is awarded for the final year of employment.

 

RELOCATION ASSISTANCE AND TEMPORARY HOUSING*

The Company will also provide you with relocation assistance and a temporary housing allowance in the amount of $140,000. This amount is typically payable to cover all reasonable travel, food, gasoline, lodging, and related expenses in connection with your visit to Phoenix, Arizona to search for a home and all other moving-related expenses, including but not limited to movement of household goods, storage, rental agency/temporary housing, buying or selling a home, etc., in one lump sum when you begin your employment with us. As a condition of accepting this offer, you agree that, if your employment with Cable One ends for any reason (other than a layoff, reduction in force, or due to the termination of your position in the event the Company is sold) less than two years after your hire date, any amount owed to the Company will be deducted from your final paycheck. If any relocation money owed to the Company is still outstanding after such a deduction, you shall reimburse the Company for the pro-rated net amount paid in relocation assistance no later than 30 days after the date of termination.*

 

EQUITY COMPENSATION

 

1)

Stock Appreciation Rights. Subject to the approval of the Compensation Committee of the Board of Directors, you will receive a grant of 2,000 stock appreciation rights under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This grant will vest in four equal installments on the first four anniversaries of the grant date, provided you remain employed with Cable One through each vesting date, except as otherwise provided in your award agreement. As provided by the Plan, the exercise price of your stock appreciation rights shall not be less than 100 percent of the fair market value of one share of our stock as of the grant date.

 

 
 

 

2)

Restricted Stock.  Subject to the approval of the Compensation Committee of the Board of Directors, you will receive:

 

 

a)

A grant of restricted stock with a value equal to approximately $750,000 (calculated based on the closing price of our common stock on your hire date). This grant will cliff-vest on April 1, 2023, provided your employment begins on or before April 1, 2020 and you remain employed with Cable One through the vesting date, except as otherwise provided in your award agreement.

 

 

b)

A grant of restricted stock with a value equal to approximately $140,000 (calculated based on the closing price of our common stock on your hire date). This grant will have a four-year vesting cycle (in four roughly equal installments beginning on the first anniversary of the grant date), provided you remain employed with Cable One through each applicable vesting date, except as otherwise provided in your award agreement. This grant is being awarded to compensate for forgoing your year-end bonus with your current employer.

 

The stock appreciation rights grant and the restricted stock grants will be subject to the Plan and Cable One’s standard terms and conditions, including the restrictive covenants and clawback provisions applicable to other executives of Cable One, as set forth in your award agreements, the Company’s Clawback Policy, and the Plan, provided that you acknowledge and agree that your relocation to Phoenix, Arizona will not be considered “Good Reason” for purposes of your award agreements.

 

You also understand and agree that you are solely responsible for any additional tax obligations resulting from the Company's payments.

 

This offer is contingent upon our verification of your right to work in the United States, as demonstrated by your completion of the Form I-9 upon hire and your submission of acceptable documents (as noted on the Form I-9) verifying your identity and work authorization within three (3) days of your hire date.

 

Cable One is an at-will employer, and you or Cable One may end the employment relationship at any time and for any reason, with or without notice.

 

Please sign and date this letter below to indicate your acceptance and return the original to me at your earliest convenience. Please keep a copy for your records.

 

I am very excited for the opportunity to work with you and for the amazing results we will deliver in 2020 and beyond.

 

Mike Bowker

Chief Operating Officer

Cable One, Inc.

 

Original - via US mail

Copy - via email

 

ACCEPTED AND AGREED

 

/s/ James Obermeyer   January 23, 2020
James Obermeyer  

                                                            

*Relocation Assistance and Temporary Housing Proration Schedule:

0-6 months 100 percent
7-12 months  75 percent
13-18 months  50 percent
19-24 months  25 percent

 

 

 

Exhibit 31.1

CERTIFICATION

 

I, Julia M. Laulis, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 of Cable One, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: May 6, 2021

 

/s/ Julia M. Laulis
Julia M. Laulis
Chair of the Board, President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

Exhibit 31.2

CERTIFICATION

 

I, Steven S. Cochran, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 of Cable One, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: May 6, 2021

 

/s/ Steven S. Cochran

Steven S. Cochran

Chief Financial Officer

(Principal Financial Officer)

 

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Cable One, Inc. (the “Company”), for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Julia M. Laulis, principal executive officer of the Company, and Steven S. Cochran, principal financial officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

By:

/s/ Julia M. Laulis
 

Julia M. Laulis
 

Chair of the Board, President and Chief Executive Officer
 

(Principal Executive Officer) 
   

Date: May 6, 2021

 

By:

/s/ Steven S. Cochran
 

Steven S. Cochran
 

Chief Financial Officer
 

(Principal Financial Officer)
   

Date: May 6, 2021

 

 
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