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THR > SEC Filings for THR > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for THERMON GROUP HOLDINGS, INC.

Form 8-K for THERMON GROUP HOLDINGS, INC.


8-May-2014

Change in Directors or Principal Officers, Financial Statements and


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

Effective May 1, 2014, each of Rodney Bingham, President and Chief Executive Officer, George Alexander, Executive Vice President, Global Sales, Jay Peterson, Chief Financial Officer and Johannes (René) van der Salm, Senior Vice President, Global Operations (each, individually an "Executive" and collectively, the "Executives") entered into new employment agreements with Thermon Holding Corp. (the "Company"), a direct subsidiary of Thermon Group Holdings, Inc., as described below. Each Executive was a party to a previous employment agreement that expired on April 30, 2014 pursuant to its own terms.

Each employment agreement provides for an initial term beginning on May 1, 2014 through March 31, 2015 (the "Initial Term") and will renew automatically for subsequent one-year terms (each, a "Renewal Term") unless the Executive or the Company provides notice of non-renewal of the agreement at least thirty days prior to the expiration of the Initial Term or any subsequent Renewal Term. The agreements provide for an initial base salary to Messrs. Bingham, Alexander, Peterson and van der Salm of $360,500, $303,850, $257,500 and $215,000, respectively. In addition, if certain annual performance targets are met in the future, to be mutually agreed upon by the Executive and the Board of Directors of the Company, each Executive will be eligible to receive an annual performance-based bonus.

If the Executive resigns his employment with "good reason" or if the Company terminates the Executive's employment other than for "cause," death, or "disability" (each as defined in each employment agreement) at any time during the Initial Term or any subsequent Renewal Term or if the Company provides the Executive with a notice of non-renewal effective at the expiration of the Initial Term and should the Company terminate Executive's employment other than for cause, death or disability or Executive resigns his employment with good reason within twelve months following the expiration of the Initial Term, the Executive is entitled to receive any unpaid base salary and accrued employment benefit through the date of termination, any bonus earned from a prior year but not yet paid, a bonus for the current fiscal year, subject to certain requirements, and continuation of Executive's base salary for twelve months.

If the Company provides the Executive with a notice of non-renewal and should the Company terminate Executive's employment other than for cause, death or disability or Executive resigns his employment with good reason within twelve months following the expiration of a Renewal Term, the Executive is entitled to receive any unpaid base salary and accrued employment benefit through the date of termination, any bonus earned from a prior year but not yet paid, a bonus for the current fiscal year, subject to certain requirements, and continuation of Executive's base salary for six months.

If, within twelve months following a Change In Control (as defined in each employment agreement), the Executive's employment is terminated by the Company other than for cause, death or disability or if the Executive resigns his employment with good reason, the Executive is entitled to receive any unpaid base salary and accrued employment benefit through the date of termination, any bonus earned from a prior year but not yet paid, a bonus for the current fiscal year, subject to certain requirements, and continuation of Executive's base salary for eighteen months.

All other terms and conditions of the Executives' employment agreements are materially unchanged. Copies of the employment agreements between the Company and each Executive are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4. The foregoing description of the material terms of the employment agreements is qualified in its entirety by reference to such exhibits, which are incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.         Description of Exhibit

                    Second Amended and Restated Employment Agreement, effective as of May
     10.1           1, 2014 between Rodney Bingham and Thermon Holding Corp.
                    Second Amended and Restated Employment Agreement, effective as of May
     10.2           1, 2014 between George Alexander and Thermon Holding Corp.
                    Second Amended and Restated Employment Agreement, effective as of May
     10.3           1, 2014 between Jay Peterson and Thermon Holding Corp.
                    Second Amended and Restated Employment Agreement, effective as of May
                    1, 2014 between Johannes (René) van der Salm and Thermon Holding
     10.4           Corp.


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