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TWIN > SEC Filings for TWIN > Form 8-K on 6-Oct-2009All Recent SEC Filings

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Form 8-K for TWIN DISC INC


6-Oct-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On October 1, 2009, Twin Disc International S.A. ("Twinsa"), a subsidiary of Twin Disc, Incorporated (the "Company"), via its Board of Directors, appointed H. Claude Fabry as a member of its Management Committee and entered into a Management Agreement (the "Agreement") with Mr. Fabry. Under the Agreement, Twinsa will pay to Mr. Fabry an annual fee of 144,000 Euro (the "Fee"). The Agreement provides for an initial three-year term and establishes other mutually agreed benefits and conditions in accordance with Belgian law.

Mr. Fabry will also continue to serve as Vice President of International Distribution for the Company. The remainder of his total annual base compensation (which, net of the Fee, is 51,346.80 U.S. Dollars, using the August 3, 2009, exchange rate of 1.42630 U.S. Dollars to 1 Euro) will be paid for these services.

A copy of the Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

FORWARD LOOKING STATEMENTS

The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believes," "expects," "intends," "plans," "anticipates," "hopes," "likely," "will," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company's actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management's view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


EXHIBIT NUMBER DESCRIPTION

10.1 Management Agreement between Twin Disc International S.A. and H. Claude Fabry



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