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| SPA > SEC Filings for SPA > Form 8-K on 18-Sep-2012 | All Recent SEC Filings |
18-Sep-2012
Change in Directors or Principal Officers, Financial Statements and Exhibits
On September 17, 2012, Sparton Corporation (the "Corporation") entered into amendments with certain named executive officers regarding changes to severance benefits and payments upon termination due to a Change in Control.
Effective September 17, 2012, the Corporation entered into the First Amendment
to Employment Agreement with Greg Slome (the "Slome Amendment") and the First
Amendment to Executive Employment Agreement (the "Other Executive Amendments"
and, together with the Slome Amendment, the "Amendments") with each of Steve
Korwin, Michael Osborne and Gordon Madlock (with Greg Slome, each, an
"Employee"). The Amendments provide for the following changes in each Employee's
severance benefits. If the Employee's employment is involuntarily terminated for
any reason other than cause, death, or disability, the Corporation shall provide
the Employee with a severance payment equivalent to nine (9) months of current
base salary. If, however, the Employee is involuntarily terminated within twelve
(12) months of a Change in Control, the severance payment shall be equivalent to
twelve (12) months of current base salary. The Corporation would also provide a
payment of nine (9) months of COBRA premiums or, in the event of an involuntary
termination within twelve (12) months of a Change in Control only, twelve
(12) months of COBRA premiums for medical insurance for the Employee and/or his
dependents if, and only if, the Employee timely elects coverage for COBRA
continuation. The Amendments also provide for severance payments of outplacement
services in an amount not to exceed twenty-five thousand dollars ($25,000.00)
per Employee. Each Employee agrees that in order to receive the severance
payments, the Employee must execute a separation agreement and general waiver
and release in a form satisfactory to the Corporation and he must return to the
Corporation any property belonging to the Corporation which is in the Employee's
possession or under his control.
As used in the Amendments, "Change in Control" means, (i) any one person, or
more than one person acting as a group, acquires ownership of stock of the
Corporation that, together with stock held by such person or group, constitutes
more than fifty percent (50%) of the total fair market value or total voting
power of the stock of the Corporation; (ii) any one person, or more than one
person acting as a group, acquires (or has acquired during any twelve (12) month
period) ownership of stock of the Corporation possessing thirty percent (30%) or
more of the total voting power of the stock of the Corporation; (iii) a majority
of the members of the Board of Directors is replaced during any twelve
(12) month period by directors whose appointment is not endorsed by a majority
of the members of the Board of Directors before the date of appointment or
election; or (iv) any one person, or more than one person acting as a group,
acquires (or has acquired during any twelve (12) month period) assets from the
Corporation that have a total gross fair market value equal to or more than
forty percent (40%) of the total gross fair market value of all of the assets of
the Corporation immediately before such acquisition or acquisitions.
In addition, the Slome Amendment changes the term of Mr. Slome's non-competition from a period of twelve (12) months to a period of eighteen (18) months, and the Other Executive Amendments change the terms of Mr. Korwin's, Mr. Osborne's and Mr. Madlock's non-competition from a period of twenty-four (24) months to a period of eighteen (18) months. The Other Executive Amendments also add provisions for non-solicitation of customers for each of Mr. Korwin, Mr. Osborne and Mr. Madlock and a similar provision was already included in Mr. Slome's Employment Agreement.
The description of the Amendments herein is qualified in its entirety by the terms of the Amendments filed as Exhibits 10.1 to this Current Report on Form 8-K.
(d) Exhibits
Exhibit No. Description
Exhibit 10.1.1 First Amendment to Employment Agreement between the Corporation
and Greg Slome
Exhibit 10.1.2 First Amendment to Executive Employment Agreement between the
Corporation and Steve Korwin
Exhibit 10.1.3 First Amendment to Executive Employment Agreement between the
Corporation and Mike Osborne
Exhibit 10.1.4 First Amendment to Executive Employment Agreement between the
Corporation and Gordon Madlock
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