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Quotes & Info
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| WAB > SEC Filings for WAB > Form 8-K on 2-Jul-2009 | All Recent SEC Filings |
2-Jul-2009
Change in Directors or Principal Officers, Financial Sta
Employment Continuation Agreements
On June 30, 2009, Westinghouse Air Brake Technologies Corporation (the "Company") entered into employment continuation agreements with eight senior executive officers, including the following named executive officers: Albert J. Neupaver, Alvaro Garcia-Tunon and Charles F. Kovac.
Under each Agreement, if the executive is employed on the date on which a change
of control, as defined in the Agreement, occurs then the executive will be
entitled to remain employed by the Company until the twenty-four month
anniversary of the change of control, subject to the termination provisions
described below. During such employment period, the executive's position will be
at least commensurate with that held immediately prior to the change of control
and the executive's services will be performed at the location where the
executive was employed immediately before the change of control or at a
different location within a specified distance from such location. During the
employment period, the executive will (a) receive a base salary at a monthly
rate at least equal to the monthly salary paid to the executive immediately
prior to the change of control, (b) be afforded the opportunity to receive a
bonus (i) on terms and conditions no less favorable to the executive than the
annual bonus opportunity made available to the executive for the fiscal year
ended immediately prior to the change of control and (ii) in an amount not less
than the target bonus amount for the executive in the fiscal year ending
immediately prior to the change of control, (c) participate in all long-term
incentive compensation programs for key executives and benefit plans at a level
that is commensurate with the executive's opportunity to participate in such
plans immediately prior to the change of control, or if more favorable, at the
level made available to the executive or other similarly situated officers at
any time thereafter, (d) receive vacation and fringe benefits and office and
support staff at a level that is commensurate with the executive's benefits
immediately prior to the change of control, or if more favorable, at the level
made available to the executive or other similarly situated officers at any time
thereafter, (e) receive expense reimbursement at a level that is commensurate
with the executive's benefits immediately prior to the change of control, or if
more favorable, at the level made available to the executive thereafter and
(f) be indemnified, during and after his employment period, for claims arising
from or out of the executive's performance as an officer, director or employee
of the Company or any of its subsidiaries, or in any other capacity while
serving at the request of the Company, to the maximum extent permitted by
applicable law and the Company's governing documents. The Company is also
required to maintain existing or comparable insurance policies covering such
matters at a level of protection that is no less than that afforded under the
Company's governing documents in effect immediately prior to the change of
control.
If an executive's employment is terminated after a change of control due to death or disability, as defined in the Agreement, the executive will receive only the executive's base salary through the date of termination, any vested amounts or benefits under the Company's benefit plans, including accrued but unpaid vacation, and any benefits payable for death or disability under applicable plans or policies. If, after a change of control, an executive's employment is terminated by the Company for cause, as defined in the Agreement, or the executive voluntarily
The Company will also pay the executive's costs incurred in enforcing the Agreement if the executive is the prevailing party in a dispute. The Agreement also contains requirements and restrictions applicable to the executive's disclosure of Company confidential information, return of Company property following a termination of employment, competition with the Company and solicitation of Company customers.
If, after the occurrence of a potential change of control, as defined in the
Agreement, and prior to a change of control, (a)(i) an executive's employment is
terminated by the Company other than for cause or by the executive for good
reason or (ii) the Company terminates the Agreement and (b) a change of control,
which also constitutes certain changes in ownership or effective control under
Section 409A of the Internal Revenue Code of 1986, as amended, as set forth in
the Agreement, occurs within one year of the termination, the executive will be
deemed, solely for purposes of determining the executive's rights under the
Agreement, to have remained employed until the change of control and to have
been terminated by the Company without cause immediately after the change of
control.
The Company may terminate the employment continuation agreements at any time prior to the occurrence of a change of control without liability, except as may arise in circumstances relating to a potential change of control.
A copy of the form of Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to Exhibit 10.1.
(d) Exhibits.
The following exhibit is filed with this report on Form 8-K:
Exhibit No. Description
10.1 Form of Employment Continuation Agreement.
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