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IDSA > SEC Filings for IDSA > Form 8-K on 17-Jun-2013All Recent SEC Filings

Show all filings for INDUSTRIAL SERVICES OF AMERICA INC /FL | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INDUSTRIAL SERVICES OF AMERICA INC /FL


17-Jun-2013

Change in Directors or Principal Officers, Financial State


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

(b) On June 11, 2013, Brian G. Donaghy notified Industrial Services of America, Inc. (the "Company") that, effective immediately, he was resigning his position as the Company's President and Chief Operating Officer and all other positions he holds with the Company, including principal executive officer.

Because of Mr. Donaghy's experience with the Company and in the scrap metal industry, on June 17, 2013, the Company and Mr. Donaghy entered into a Termination and Consulting Agreement (the "Consulting Agreement") pursuant to which Mr. Donaghy will provide consulting services to the Company with respect to that industry with compensation at a monthly rate of $12,500. The Consulting Agreement terminated Mr. Donaghy's Amended and Restated Employment Agreement with the Company dated as of April 1, 2010.

The Consulting Agreement is for a term of no less than six months nor longer than one year, and either party may terminate the Consulting Agreement at any time after the initial six months by giving 30 days prior written notice of termination to the other party. During the consulting period, the Company will pay premiums for Donaghy's COBRA coverage to the extent of the amount of coverage premiums paid by the Company immediately before Donaghy's termination of employment.

In connection with the Consulting Agreement, Mr. Donaghy granted the Company a full release of its obligations under his Amended and Restated Employment Agreement. The Company granted Mr. Donaghy a release of his non-competition obligations under that agreement, but the Consulting Agreement provides that Mr. Donaghy may not solicit Company employees to leave the Company during the consulting period and for two years thereafter and may not be employed by certain industry competitors during the consulting period.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to Exhibit 10.1, attached hereto.

(c) On June 14, 2013, the Company's board of directors appointed the Chairman of the Board, Orson Oliver, to act as the Company's Interim President and Interim Chief Executive Officer.

Mr. Oliver, age 70, has been our director since 2005 and our Chairman of the Board since 2012. He is currently an independent business consultant with over thirty-five years of experience in banking and financial consulting. Mr. Oliver began his career in 1968 as an attorney with the U.S. Treasury Department in Washington, D.C. In 1975, he joined Bank of Louisville as general counsel. In 1985, he became president of the Bank of Louisville. When Branch Banking and Trust Company acquired the Bank of Louisville in 2003, the Bank of Louisville had assets of $1.6 billion and was the largest, locally managed bank in Louisville, Kentucky. Since his retirement from banking in 2004, Mr. Oliver has worked as an independent general business consultant for the Al J. Schneider Company, a corporation with a number of large hotels and real estate holdings in the Louisville, Kentucky area. From 2004 through 2011, Mr. Oliver also worked as an independent general business consultant for PNC Bank, which is headquartered in Pittsburgh, Pennsylvania with assets of $305.1 billion as of December 31, 2012. Mr. Oliver has been a member of the board of directors of the Al J. Schneider Company since 2004. Beginning in 2013, Mr. Oliver also serves as a director of the Bankers' Bank of Kentucky.
Mr. Oliver has no family relationships with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Oliver will receive no compensation for his service as the Company's Interim President and Interim Chief Executive Officer.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Termination and Consulting Agreement, dated June 17, 2013, between Industrial Services of America, Inc. and Brian Donaghy

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