|
Quotes & Info
|
| ACUR > SEC Filings for ACUR > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Change in Directors or Principal Officers, Financial Statements and Ex
(e)
On December 14, 2012, (i) we and Robert B. Jones, our President and Chief Executive Officer entered into an amendment (the "Jones Amendment") to his employment agreement dated March 18, 2008 (together with the prior amendment, the "Jones Agreement") and (ii) we and Peter A. Clemens, our Chief Financial Officer and Senior Vice President entered into an amendment (the "Clemens Amendment", and together with the Jones Amendment, the "Amendments") to his employment agreement dated March 10, 1998 (together with the prior amendments, the "Clemens Agreement").
The Amendments were entered into in reliance on the Proposed Regulations to
Section 409A of the Internal Revenue Code, and the regulations thereunder
("Section 409A") and, among other things, are intended to make sure that certain
payments on termination to which Mr. Clemens or Mr. Jones have not yet vested
are made on the same schedule and with a six month delay, where required under
Section 409A for "specified employees" and to otherwise comply with Section
409A. Both Mr. Jones and Mr. Clemens are currently "specified employees." The
Amendments did not increase any amounts to which either Mr. Jones or Mr. Clemens
is entitled but did adjust the timing of certain payments depending on whether
or not Mr. Clemens or Mr. Jones are "specified employees" at termination. A
summary of the significant changes to the schedule of payments is set forth in
the tables below.
Robert B. Jones
Termination Trigger Payment Schedule Prior to Payment Schedule After Giving
Jones Effect to Jones Amendment
Amendment
Severance Portion of Severance and Portion of Bonus
Bonus to to Which Mr. Jones May be
Which Mr. Entitled
Jones May
be Entitled
Without Cause Equal monthly 30 days
installments over after
12 months, except termination
if it would cause
amounts to exceed
certain limits
then excess that
was supposed to be
paid in first six ½ payable, 6 months and 1 day
months is paid 6 after termination and
months after remainder payable in 6 monthly
termination installments, if Jones is
Good Reason Same as Without 30 days "specified employee." If not a
Cause after "specified employee," then in
termination 12 equal monthly installments.
Voluntary or Six months and one 30 days
Involuntary day after after
Termination after a termination termination
change of control
that is not a 409A
Change of Control*
or more than Two
Years After a 409A
Change of Control
Voluntary or 31 days after 30 days Six months and 1 day after
Involuntary change of control after termination, if Mr. Jones is
Termination Within termination a "specified employee",
Two Years After a otherwise 31 days after
409A Change of termination
Control
|
*A 409A Change of Control is. a change in ownership, change in effective control or a change in ownership of a substantial portion of assets as construed under the regulations to Section 409A.
PETER A. CLEMENS
Termination Trigger Payment Schedule Prior to Payment Schedule After Giving
Clemens Effect to Clemens Amendment
Amendment
Severance Portion of Severance and Portion of Bonus
Bonus to Which to Which Mr. Clemens May be
Mr. Clemens Entitled
May be
Entitled
Without Cause 30 days after 30 days after
termination termination
Good Reason Six months and Six months and
one day after one day after
termination termination
Voluntary or Six months and Six months and
Involuntary one day after one day after
Termination after termination termination 6 months and 1 day after
a change of control termination, if Clemens is
that is not a 409A "specified employee", under
Change of Control* Section 409A, otherwise 30 days
or more than Two after termination.
Years After a 409A
Change of Control
Voluntary or Six months and Six months and
Involuntary one day after one day after
|
There are also special provisions for certain payments in the event Mr. Jones or Mr. Clemens dies within six months after termination.
The foregoing is merely a summary of the material terms of the Amendments, and does not purport to be complete. Reference is made to the attached Exhibits for the full terms of the Amendments.
Exhibit Number Description 10.1 Second Amendment to Employment Agreement of Robert B. Jones 10.2 Sixth Amendment to Employment Agreement of Peter A. Clemens |
|
|