Add
HAR to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| HAR > SEC Filings for HAR > Form 8-K on 8-Dec-2008 | All Recent SEC Filings |
8-Dec-2008
Change in Directors or Principal Officers
$200,000 divided by the closing price of the Company's common stock, par value
$0.01 per share ("Common Stock") on the date of grant. The number of restricted
share units awarded annually is equal to $125,000 divided by the closing price
of the Common Stock on the date of grant. An individual who first becomes a
non-management director at an annual meeting of the Company's stockholders will
not be entitled to the annual grant until the following annual meeting. As a
result of these changes, on December 3, 2008, each of Brian Carroll, Harald
Einsmann, Ann McLaughlin Korologos, Edward Meyer, Kenneth Reiss and Gary Steel
received 8,828 restricted share units. In addition, Hellene Runtagh, who was
first elected by stockholders as a director of the Company on December 3, 2008,
received 14,124 restricted share units. The restricted share units included in
each grant (a) vest at a rate of one-third on each anniversary of the date of
the grant, (b) become fully vested upon the director's retirement from the Board
of Directors, provided that the director has attained age 65 and completed
five years of service as a director and (c) become fully vested upon a change in
control of the Company or death or disability of the director.
Dinesh Paliwal
As previously disclosed, on September 17, 2008, the Committee approved awards
of 102,571 restricted share units to Dinesh Paliwal, the Company's Chairman and
Chief Executive Officer. The awards were subject to stockholder approval of the
Incentive Plan Amendments, which were approved at the Company's annual meeting
of stockholders held on December 3, 2008. The awards included a make-whole award
of 73,814 restricted share units and 28,757 restricted share units included as
part of Mr. Paliwal's annual equity grants. For each restricted share unit,
Mr. Paliwal will be entitled to one share of Common Stock. The 28,757 restricted
share units included as part of his annual equity grants will vest three years
from the date of grant. Of the remaining 73,814 restricted share units, 12,913
will vest on December 3, 2009, 32,460 will vest on March 1, 2010, 20,911 will
vest on July 1, 2010, 3,765 will vest on July 1, 2011 and 3,765 will vest on
July 1, 2012.
In addition, on December 2, 2008, the Committee approved further amendments
to Mr. Paliwal's letter agreement with the Company, dated May 8, 2007, as
amended on November 29, 2007. The amendments include technical changes intended
to comply with Section 409A of the Internal Revenue Code.
Award Agreements
On December 2, 2008, the Committee adopted new or updated forms of award
agreements under the Incentive Plan to reflect the changes intended to comply
with Section 409A of the Internal Revenue Code and to reflect the new awards to
non-management directors and Mr. Paliwal provided for under the Incentive Plan
Amendments. The awards represented by these agreements included (1) the initial
and annual restricted share unit awards to non-management directors, (2) annual
performance-based restricted share unit awards, (3) annual time-vested
restricted share unit awards, (4) Mr. Paliwal's annual stock option award,
(5) Mr. Paliwal's annual restricted share unit award and (6) Mr. Paliwal's
make-whole award of 73,814 restricted share units. The terms of these agreements
are substantially consistent with the terms of the Incentive Plan and applicable
awards, as disclosed in the Proxy Statement.
In addition, the Committee approved agreements representing (1) Mr. Paliwal's
award in January 2008 of 34,608 restricted share units outside of the Incentive
Plan and (2) an award made outside of the Incentive Plan in September 2008 to
Herbert Parker, the Company's Chief Financial Officer, of 28,344 restricted
share units. The agreement with Mr. Paliwal is consistent with the terms of the
award as described in the Proxy Statement. The agreement with Mr. Parker is
consistent with the terms of the award as described in the Current Report on
Form 8-K filed with the Commission on September 23, 2008.
Severance Agreements
The Company previously entered into severance agreements with Mr. Paliwal and
Mr. Parker. On December 2, 2008, the Committee approved technical amendments to
these severance agreements intended to comply with Section 409A of the Internal
Revenue Code and to make clear that COBRA reimbursement benefits will be
provided on an after-tax basis. In addition, the Committee approved severance
agreements with the following members of the Company's Executive Committee:
Blake Augsburger, David Karch, Richard Sorota, John Stacey and Todd Suko. The
agreements provide that if, during the six months prior to or within two years
following a change in control of the Company, the executive is terminated
without cause or under certain circumstances terminates his own employment, he
is entitled to receive a severance payment equal to one and one-half times his
highest annual base salary during any period prior to his termination. The
executive is also entitled to receive 18 months' COBRA reimbursement on an
after-tax basis and up to $50,000 for outplacement services. Each of the
severance agreements expires on December 31, 2012. Thereafter, unless the
Company or the executive has notified the other by the preceding September 30
that the Company or the executive, as appropriate, does not wish the agreement
to be extended, the agreement will be automatically extended on the following
January 1 for an additional year.
|
|