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| LECO > SEC Filings for LECO > Form 8-K on 7-Jan-2009 | All Recent SEC Filings |
7-Jan-2009
Entry into a Material Definitive Agreement
• 2005 Deferred Compensation Plan for Executives (Amended and Restated as of December 31, 2008) (the "Top-Hat Plan");
• Non-Employee Directors' Deferred Compensation Plan (Amended and Restated as of December 31, 2008) (the "Directors' Deferred Compensation Plan");
• 2007 Management Incentive Compensation Plan (Amended and Restated as of December 31, 2008) ("MICP"); and
• Amendment No. 2, effective as of December 31, 2008, to 2006 Equity and Performance Incentive Plan ("2006 EPI Plan").
Section 409A is a tax law that, along with its regulations, governs
"nonqualified deferred compensation" arrangements and imposes additional tax and
penalties on service providers (including employees and directors) if a covered
arrangement does not meet its requirements.
In addition to the Section 409A amendments, the amendments to the Top-Hat Plan
provide for automatic payments upon a change in control as defined by
Section 409A and permit the executive to defer amounts under the Company's Cash
Long-Term Incentive Plan ("Cash LTIP") (previously, the Top-Hat Plan deferrals
were limited to an executive's base salary and bonus). The amendments to the
SERP further specify the form of payment for any separation of service from the
Company (even if before age 55), provided that the participant is vested under
the SERP, where previously the SERP only accommodated distributions on or after
age 55 and upon death. The amendments to the MICP, the Company's Internal
Revenue Code Section 162(m) plan, also clarify that automatic payments would not
be made under the plan upon a change in control of the Company as any such
payments would be governed by the terms of the Company's Management Incentive
Plan ("MIP") and Cash LTIP programs.
The foregoing is a summary of the amendments to the SERP, the Top-Hat Plan, the
Directors' Deferred Compensation Plan, the MICP and the 2006 EPI Plan and not a
complete discussion thereof. Accordingly, the foregoing is qualified in its
entirety by reference to the full text of the amendments which are attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and incorporated herein by
reference.
Amendments to Severance Agreements
The Company also amended its existing severance agreements with Mr. John M.
Stropki, the Company's Chairman, President and Chief Executive Officer, and
Mr. Frederick G. Stueber, the Company's Senior Vice President, General Counsel
and Secretary, as well as one other officer of the Company, in order to bring
those agreements into compliance with Section 409A. The changes to the severance
agreements do not generally affect the scope or amount of benefits that such
executives would receive under the existing agreements.
The foregoing is a summary of the amendments to the severance agreements and not
a complete discussion thereof. Accordingly, the foregoing is qualified in its
entirety by reference to the full text of the form of the amendments which is
attached hereto as Exhibit 10.6 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Supplemental Executive Retirement Plan (Amended and Restated as of
December 31, 2008).
10.2 2005 Deferred Compensation Plan for Executives (Amended and Restated as of December 31, 2008).
10.3 Non-Employee Directors' Deferred Compensation Plan (Amended and Restated as of December 31, 2008).
10.4 2007 Management Incentive Compensation Plan (Amended and Restated as of December 31, 2008)
10.5 Amendment No. 2 to 2006 Equity and Performance Incentive Plan
10.6 Form of Amendment No. 2 to Severance Agreement (as entered into by the Company and Messrs. Stropki and Stueber).
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