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| TRBR > SEC Filings for TRBR > Form 8-K on 27-Aug-2009 | All Recent SEC Filings |
27-Aug-2009
Change in Directors or Principal Officers, Regulation FD Disclosure
On August 26, 2009, Trailer Bridge, Inc.'s (the "Company") board of directors appointed Ivy Barton Suter, age 55, to serve as the Company's Chief Executive.
Ms. Suter has over 20 years of executive experience in a variety of industries, including marine, shipping and intermodal operations. From 2006, Ms. Suter served as Managing Director at Alvarez & Marsal, a privately-held, global services firm. During her tenure, Ms. Suter advised companies in areas such as financial and operational due diligence, M&A, and turnarounds. From 2005-2006, she served as President of Service Solutions' Tools & Equipment, N.A., a business owned by SPX Corporation, where she led a team that grew sales organically and significantly increased operating profit and cash flow. From 2001-2005, she served as President of Gast Manufacturing a unit of IDEX Corporation, where she led the growth of the Gast business.
Ms. Suter entered into an employment agreement (the "Agreement") with the Company for a period of two years, which will be automatically extended for consecutive one-year periods provided neither party provides notice of termination sixty (60) days prior to expiration of the term. Ms. Suter's annual base salary will initially be $310,000. In addition, the Agreement provides that Ms. Suter may receive an annual incentive bonus from the Company's bonus pool, which will be subject to "claw-back" provisions, as determined by our board of directors and compensation committee. In connection with her appointment, Ms. Suter received a grant of 500,000 options to purchase shares of the Company's common stock under the Company's Incentive Stock Plan at an exercise price of $4.26. The options are subject to time vesting annually in equal increments over a five year period. In addition, Ms. Suter purchased from the Company 60,827 shares of the Company's common stock for $250,000 (based on the closing bid price of our common stock on NASDAQ on August 26, 2009 of $4.11 per share).
If Ms. Suter's employment is terminated by us without "cause," or by the executive for "good reason" (as those terms are defined in the Agreement) during the employment term, then Ms. Suter will be entitled to receive her base salary in effect on the date of termination and medical benefits for a period of eighteen (18) months provided that Ms. Suter executes a general release in favor of the Company and complies with all post-termination obligations. In addition, if employment is terminated by us without "cause," or by the executive for "good reason", a portion of Ms. Suter's stock options will vest immediately and the options will remain exercisable for the full ten year term. If there is a "McLean Group Sale" (as such term is defined in her Agreement), a portion of Ms. Suter's 500,000 stock options will immediately vest. If there is a "Change in Control" (as such term is defined in her Agreement), all of Ms. Suter's stock options will immediately vest.
Ms. Suter has agreed, during the term of her employment and for a period of eighteen (18) months thereafter, not to compete with us or solicit any of our employees or persons with whom we have certain business relationships.
A copy of the Agreement is attached as Exhibit 99.1 and a copy of the press release announcing the appointment of Ivy Suter is attached as Exhibit 99.2. Portions of the press release that discuss Ms. Suter are incorporated herein by reference (although the portions of the press release pertaining to the Company's operating performance shall not be incorporated herein).
The Company, in its press release dated August 27, 2009, gave an update on its operating performance in its fiscal third quarter. Portions of the press release that discuss the operating performance of the Company are incorporated herein by reference and shall be considered furnished and not filed with the Securities and Exchange Commission.
ITEM 9.01 Exhibits.
Exhibits
99.1 Employment Agreement dated August 26, 2009 by and between the Company
and Ivy Suter.
99.2 Press Release dated August 27, 2009 announcing the appointment of Ivy
Suter as Chief Executive Officer.
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