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CVU > SEC Filings for CVU > Form 8-K on 20-Aug-2013All Recent SEC Filings

Show all filings for CPI AEROSTRUCTURES INC



Entry into a Material Definitive Agreement, Change in Directors or Princip

Item 1.01. Entry into a Material Definitive Agreement.

On August 20, 2013, CPI Aerostructures, Inc. (the "Company") entered into revised indemnification agreements with its named executive officers and directors (each an "Indemnitee"), including Michael Faber whose appointment is discussed below.

Pursuant to the indemnification agreements, as revised, the Company will indemnify, and advance amounts to, an Indemnitee to the fullest extent permitted by applicable law, as in effect on the date of the agreement or to such greater extent as applicable law may later permit, in connection with any proceedings brought against such Indemnitee by reason of his status as a director, officer, employee, agent or fiduciary of the Company, any subsidiary of the Company, or any other enterprise which such person is or was serving at the request of the Company. In order to be entitled to advances, the Indemnitee must enter into an agreement to repay such advances if it is ultimately determined that he is not entitled to indemnification.

The foregoing summary of the revised indemnification agreement is qualified in its entirety by reference to the text of the agreement, a form of which is attached hereto as Exhibit 10.1.

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

Effective August 15, 2013, the Board of Directors of the Company voted to increase the size of the Board from five members to six. Effective the same date, the Board has appointed Michael Faber to fill the newly created vacancy on the Company's board of directors.

In connection with his appointment, Mr. Faber was granted, pursuant to the Company's Performance Equity Plan 2009, a five-year, immediately exercisable option to purchase 2,185 shares of the Company's common stock at an exercise price of $11.01 per share. In accordance with the Company's non-employee director compensation plan, Mr. Faber will receive an annual fee of $75,000, of which $24,750 shall be payable quarterly in cash and the remainder of which shall be payable in options to purchase shares of the Company's common stock, the value of which will be calculated using the Black-Sholes option pricing model, granted on the first business day following January 1st of each year. Mr. Faber's compensation will be prorated for the current fiscal year.

The Board has not yet determined the committees of the Board on which Mr. Faber will serve, but intends to announce such determination by an amendment to this Current Report when made.

The Company issued a press release announcing the increase in the size of the Company's Board of Directors and Mr. Faber's appointment, which is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Indemnification Agreement between Company and its named executive officers and directors.

99.1 Press release, dated August 15, 2013, announcing increase in Board size and appointment of Michael Faber as a director.

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