Accuride Corp - Current report filing (8-K)
March 11 2008 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): March 6, 2008
ACCURIDE
CORPORATION
(Exact Name of
Registrant as Specified in Charter)
Delaware
|
|
001-32483
|
|
61-1109077
|
(State or Other
Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
7140
Office Circle, Evansville, IN
|
|
47715
|
(Address of Principal
Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code
(812) 962-5000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Officers of Directors or Certain Officers; Compensatory
Arrangements of Certain Officers.
As of March 10,
2008, Anthony A. Donatelli, Sr. has left his position as Accuride
Corporations (the Company) Senior Vice President/Imperial Group, Bostrom
Seating and Fabco.
Also,
on March 6, 2008, the Compensation Committee (the Committee) of the
Board of Directors of the Company approved an employment agreement for Terrence
J. Keating, the Companys Chairman (the Employment Agreement), which
terminates and replaces the Severance and Retention Agreement, dated November
28, 2006, previously entered into by Mr. Keating and the Company. Pursuant to the Employment Agreement, the
Company will pay Mr. Keating $126,863 in accordance with the Companys
regular payroll schedule (the Continued Service Compensation) through December 31,
2008 when Mr. Keating plans to retire as an officer of the Company (the
Term), in exchange for Mr. Keatings continued service as an officer and
director of the Company; provided that if Mr. Keating terminates his
employment, the Company terminates him for Cause (as defined in the
Employment Agreement) or he dies prior to the end of the Term, no further
payments of the Continued Service Compensation will be due.
The
Employment Agreement contains non-compete and non-solicitation provisions that
restrict Mr. Keating during the Term and following the termination of the
agreement. The non-competition provision
begins upon the effective date of the Employment Agreement and ends at the
later of (i) the end of the 36th month following the expiration of the
Term, (ii) the end of the 12 month period after the date that Mr. Keating
is no longer a member of the Companys Board of Directors or (iii) a
period determined reasonable by a court of competent jurisdiction. The non-solicitation provision begins upon
the effective date of the Employment Agreement and ends on the last day of the
36th month following the last day of the Term, unless otherwise shortened by a
court of competent jurisdiction. The
Company will pay Mr. Keating $560,000, in semi-monthly installments
through the Term (the Guaranteed Compensation), in exchange for Mr. Keatings
agreement to abide by the non-competition and non-solicitation provisions. In the event that Mr. Keating does not
comply with the non-competition and non-solicitation provisions of the
Employment Agreement, the Company may demand repayment of the Guaranteed
Compensation; provided however, that, unless Mr. Keating violates the
non-competition and non-solicitation provisions, Mr. Keating is entitled
to receive the full Guaranteed Compensation if the Employment Agreement is
terminated for any other (or no) reason prior to the end of the Term. Mr. Keating will continue to receive
certain medical and other benefits and will be reimbursed for certain expenses as
described in the Employment Agreement.
The foregoing description
is not intended to be a full summary of the Employment Agreement and is
qualified in its entirety by reference to the Employment Agreement attached as Exhibit 10.1
hereto and incorporated herein by reference.
Item 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
10.1
Employment Agreement by
and between Accuride Corporation and Terrence Keating, effective as of March 1,
2008.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
ACCURIDE CORPORATION
|
|
|
|
|
|
|
Date:
|
March 11,
2008
|
|
/s/
Stephen A. Martin
|
|
|
|
|
Stephen
A. Martin
|
|
|
|
|
Vice
President - General Counsel
|
|
Accuride (NYSE:ACW)
Historical Stock Chart
From May 2024 to Jun 2024
Accuride (NYSE:ACW)
Historical Stock Chart
From Jun 2023 to Jun 2024