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HI > SEC Filings for HI > Form 8-K/A on 30-Apr-2013All Recent SEC Filings

Show all filings for HILLENBRAND, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for HILLENBRAND, INC.


30-Apr-2013

Change in Directors or Principal Officers


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

The Company is filing this amendment to its Current Report on Form 8-K filed March 20, 2013, which reported that Joe A. Raver had been appointed to succeed Kenneth A. Camp as the Company's President and CEO, and as a member of its Board of Directors (the "Board"), effective upon Mr. Camp's retirement from those positions on September 6, 2013.

On April 26, 2013, the Company entered into a new employment agreement and new change in control agreement with Mr. Raver. Effective September 6, 2013, the new agreements will replace Mr. Raver's existing employment agreement and change in control agreement.

Mr. Raver's new employment agreement provides a compensation package that includes an annual base salary of $600,000 and an annual bonus target at 90% of base salary. Payout of the bonus is contingent upon achievement of certain performance goals pursuant to the Company's short-term incentive compensation plan. Mr. Raver will also be eligible to participate in the Company's annual equity-based awards under its long-term incentive compensation plan.

The employment agreement contains other terms and conditions commonly found in executive employment agreements, including termination, severance and non-competition provisions. Mr. Raver will also be eligible to participate in the benefit plans provided to the Company's executive officers generally, as well as other benefits commonly found in executive employment agreements. Mr. Raver will not receive any additional compensation with respect to his service as a member of the Board.

Mr. Raver's new change in control agreement provides for certain rights and benefits in the event of Mr. Raver's termination in connection with a change in control of the Company (a "double-trigger"), including severance equal to three times his base salary, continued health and medical insurance for three years and acceleration of his then-outstanding short-term and long-term incentive compensation awards. These rights and benefits are subject to certain customary non-competition obligations and are contingent upon the execution of a release. The rights and


benefits provided in Mr. Raver's new change in control agreement are not subject to the tax gross-up provided in his existing agreement.

Each of the foregoing descriptions of Mr. Raver's employment agreement and change in control agreement, respectively, does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the current quarter.

On April 26, 2013, the Company and Mr. Raver also entered into an amendment agreement to implement "double-trigger" vesting in Mr. Raver's outstanding stock option and restricted stock unit award grant agreements, resulting in acceleration of such awards upon a change in control only if Mr. Raver's employment terminates in connection with that change of control. The foregoing description of such amendment agreement does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the current quarter.


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