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TWIN > SEC Filings for TWIN > Form 8-K on 17-Dec-2013All Recent SEC Filings

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Form 8-K for TWIN DISC INC


17-Dec-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws


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

As previously reported, Michael E. Batten stepped down from his position as Chief Executive Officer of Twin Disc, Incorporated (the "Company") effective November 1, 2013, and will retire from employment of the Company effective December 31, 2013. Mr. Batten will continue to serve as a non-employee director and as the Chairman of the Board of Directors of the Company.

On December 13, 2013, the Board of Directors of the Company approved a Consulting Agreement between Mr. Batten and the Company. Under the Consulting Agreement, Mr. Batten shall serve as a consultant to the Company for three years, commencing January 1, 2014, unless terminated earlier as set forth in the Consulting Agreement. The Company shall pay Mr. Batten a fee of $100,000 per year for his consulting services. In addition, Mr. Batten shall have the ability to use the Company's plane for personal use, up to a value of $25,000 per year. The Consulting Agreement also includes confidentiality and non-compete provisions that will apply during the term of the Consulting Agreement and for a period of six months after the termination thereof.

Separate from Mr. Batten's compensation under the Consulting Agreement, Mr. Batten will also earn compensation as a non-employee director of the Company pursuant to the Company's non-employee director compensation program as in effect from time to time. He will also receive an additional fee of $40,000 per year for his service as the Chairman of the Board of Directors.

A copy of the Consulting Agreement is attached as Exhibit 10.1 and is incorporated herein by reference. The description of the Consulting Agreement is qualified in its entirety by reference to Exhibit 10.1.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective December 13, 2013, the Board of Directors amended the Restated Bylaws of the Company (the "Bylaws") to provide that the positions of Chairman of the Board of Directors and Chief Executive Officer of the Company may be held by different persons, and to eliminate the Chief Operating Officer position as a required officer position of the Company. The amended Bylaws also clarify the procedures by which committees of the Board of Directors are to be created, and how the members of such committees are to be chosen.

A copy of the amended Bylaws is attached as Exhibit 3.1 and incorporated herein by reference. The description of the amended Bylaws is qualified in its entirety by reference to Exhibit 3.1.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT NUMBER DESCRIPTION
3.1            Restated Bylaws of Twin Disc, Incorporated
               effective December 13, 2013.

10.1           Consulting Agreement between Michael E. Batten
               and Twin Disc, Incorporated, dated December 13,
               2013.


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