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LM > SEC Filings for LM > Form 8-K on 2-Apr-2013All Recent SEC Filings

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Form 8-K for LEGG MASON, INC.


2-Apr-2013

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 March 28, 2013, Legg Mason, Inc. (the "Company") agreed with Ronald R. Dewhurst, Senior Executive Vice President, and Thomas P. Lemke, Executive Vice President and General Counsel, that those individuals will be leaving the firm and their employment will terminate as of March 31, 2013.

On March 28, 2013, the Company entered into a Severance Agreement and Release of Claims with each of Messrs. Dewhurst and Lemke (each a "Separation Agreement"). In consideration of the general release of claims contained in, and compliance with the terms of, the applicable Separation Agreement, including the restrictive covenants described below, Mr. Dewhurst will be entitled to the following benefits: (i) 167,921 unvested restricted stock units and stock options to purchase 7,000 and 20,040 shares at exercise prices of $33.97 and $27.45, respectively, held by Mr. Dewhurst will immediately vest under the terms of the awards or of the Separation Agreement; (ii) $3,310,000 payable in a lump sum upon the effectiveness of the Separation Agreement; (iii) twelve months of COBRA coverage at the Company's expense for Mr. Dewhurst, his spouse and eligible dependents; and (iv) certain outplacement services to be provided by the Company's designated provider. In consideration of the general release of claims contained in, and compliance with the terms of, the applicable Separation Agreement, including the restrictive covenants described below, Mr. Lemke will be entitled to the following benefits: (i) 59,890 unvested shares of restricted stock and stock options to purchase 3,000, 4,800, 6,648, 11,996 and 17,899 shares at exercise prices of $33.97, $27.45, $33.25, $33.99 and $23.72, respectively, held by Mr. Lemke will immediately vest under the terms of the awards or of the Separation Agreement; (ii) $2,100,000 payable in a lump sum upon the effectiveness of the Separation Agreement; (iii) twelve months of COBRA coverage at the Company's expense for Mr. Lemke, his spouse and eligible dependents; and (iv) certain outplacement services to be provided by the Company's designated provider.

Pursuant to the terms of the Separation Agreements, Messrs. Dewhurst and Lemke have agreed (i) for a period of 12 months to refrain from soliciting or inducing any employee or client of the Company or its related entities to terminate his or her employment or business relationship with the Company and (ii) to not disclose or misuse confidential information of the Company at any time.

The Company expects to incur approximately $8.5 million in charges in the quarter ended March 31, 2013 as a result of the matters covered by the Separation Agreements.

A press release discussing these and other senior management changes at the Company is attached to this Report as Exhibit 99 and is incorporated by reference into this Report.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

10.1         Severance Agreement and Release of Claims dated March 28, 2013 among
             the Company, Legg Mason Asset Management Australia Limited, Legg Mason
             & Co., LLC and Ronald R. Dewhurst

10.2         Severance Agreement and Release of Claims dated March 28, 2013 among
             the Company, Legg Mason & Co., LLC and Thomas P. Lemke

99           Press Release, dated April 2, 2013


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