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OSH > SEC Filings for OSH > Form 8-K on 21-Dec-2012All Recent SEC Filings

Show all filings for ORCHARD SUPPLY HARDWARE STORES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ORCHARD SUPPLY HARDWARE STORES CORP


21-Dec-2012

Termination of a Material Definitive Agreement, Change in Dir


Item 1.02 Termination of a Material Definitive Agreement.

The disclosure in Item 5.02(e) of this Current Report on Form 8-K is incorporated herein by reference to this Item 1.02.



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

(b)

On December 18, 2012, Orchard Supply Hardware Stores Corporation (the "Company") reduced its Senior Leadership Team by two members to streamline operations and eliminate a level in the Company's executive organizational structure, terminating the employment of Mark A. Bussard, Senior Vice President, Operations, effective on December 18, 2012, and Stephen W. Olsen, Senior Vice President, Supply Chain, IT and Chief Strategy Officer, effective February 2, 2013, though Mr. Olsen's continuation with the Company through such date would be in a non-executive capacity. In connection with his termination, Mr. Bussard also resigned as a director of the Company, effective December 18, 2012.

(e)

In connection with Mr. Olsen's termination of employment with the Company, the Company and Mr. Olsen entered into a Severance Agreement and General Release on December 21, 2012 (the "New Severance Agreement") which supersedes the Severance Agreement by and between the parties dated July 16, 2010 (the "Previous Severance Agreement"). The New Severance Agreement provides for (i) a severance payment equivalent to 9 months base salary, (ii) payment of COBRA premiums through November 30, 2013 if continued coverage under COBRA is timely elected and (iii) an outplacement services fee of $16,000. The New Severance Agreement also includes a release of claims from Mr. Olsen as well as a perpetual confidentiality covenant and a post-termination non-solicitation of employees covenant for a nine month period. Mr. Olsen is entitled to revoke his acceptance of the New Severance Agreement up through December 28, 2012, which if revoked, will be of no further force or effect and Mr. Olsen will not be entitled to the severance benefits described above. The foregoing description of the terms and conditions of the New Severance Agreement is only a summary and is qualified in its entirety by the full text of such agreement, a copy of which is filed herewith. A description of the material provisions of the Previous Severance Agreement can be found in the Prospectus under the section entitled "Severance Agreements - Severance Agreements with Mr. Olsen." in the Prospectus dated December 12, 2011 that was filed by the Company with the Securities and Exchange Commission on December 16, 2011, and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following document is attached as an exhibit to this Current Report on Form 8-K:

Exhibit
Number       Description

 10.1        Severance Agreement and General Release dated December 21, 2012
             between Orchard Supply Hardware Stores Corporation and Stephen W.
             Olsen.


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