Current Report Filing (8-k)

Layne Christensen Company

Date: January 23, 2015

/s/ Steven F. Crooke

Steven F. Crooke

Sr. Vice President-General Counsel & Secretary

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): January 19, 2015

LAYNE CHRISTENSEN COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware

001-34195

48-0920712

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1800 Hughes Landing Blvd, Suite 700

The Woodlands, Texas 77380

(Address of principal executive offices)

(281) 475-2600

(Registrant’s telephone number, including area code)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.02.

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

On January 19, 2015, David D. Singleton resigned from his position as Senior Vice President of Operations—Domestic of Layne Christensen Company (the “Company”), with such resignation to become effective on January 30, 2015.

As part of an assessment of the Company’s management structure, the Company has decided to eliminate the positions of Senior Vice President of Operations—Domestic and Senior Vice President of Operations—International. As a result, Mr. Singleton’s position will not be filled and Gernot Penzhorn’s position as Senior Vice President of Operations—International will be eliminated effective as of January 30, 2015. The Company’s Chief Executive Officer and President will assume the duties previously performed by the Senior Vice Presidents of Operations.

In connection with Mr. Penzhorn’s departure, the Company and Mr. Penzhorn entered into a letter agreement (the “Severance Agreement”) and Mr. Penzhorn provided a release of claims in favor of the Company (the “Release”). Pursuant to the terms of the Severance Agreement, Mr. Penzhorn will receive a severance package including, among other things, (i) 12 months of salary support at a rate of $5,769.23 per week, subject to deductions required by law, paid bi-weekly in accordance with the Company’s normal payroll practices, (ii) continuation of the Company-paid portion of the premiums for Mr. Penzhorn’s coverage under the Company’s health, dental and vision plans for 12 months, and (iii) accelerated vesting of the Company’s contribution to the Company’s Deferred Compensation Plan made in 2011, resulting in an additional $182,487.81 benefit under that plan. Under the Severance Agreement, among other things, Mr. Penzhorn is subject to confidentiality and nondisparagement provisions, a 12-month noncompetition restriction and 12-month customer and employee nonsolicitation restrictions. The foregoing descriptions of the Release and the Severance Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


10.1		Acceptance and Release in favor of the Company by Gernot Penzhorn dated January 23, 2015

10.2		Letter Agreement between the Company and Gernot Penzhorn dated January 23, 2015

SIGNATURES

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.

Exhibit 10.1

ACCEPTANCE AND RELEASE

I have been informed that my employment with Layne Christensen Company (“Company”) has been terminated. I understand that I have been offered a severance and benefit continuation program by the Company.

In consideration of the Company’s actions, I release and forever discharge the Company, its subsidiaries and their agents, present and former directors, present and former officers, employees and representatives from any action, suit, contract, agreement, promise, liability, claim, demand, damage, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which I now have or may hereafter have against them, by reason of any matter prior to and through the Effective Date (as defined below), including, without limiting the generality of the foregoing, any Claims arising out of the hire, employment, remuneration (including any remuneration or payment under any bonus or incentive compensation plan) or termination of my employment by the Company (including any Claims under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Civil Rights Act of 1866, as amended; the Age Discrimination in Employment Act, as amended; the Americans with Disabilities Act, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; applicable state employment discrimination statutes; applicable state wage and hour statutes; and/or any other local, state or federal law governing discrimination in employment and/or the payment of wages or benefits).

I understand that the severance program outlined in Michael Caliel’s letter to me of January 23, 2015 (the “Letter”), will be effective immediately following my signing this Acceptance and Release, provided that I sign by 9 a.m. on January 23, 2015 (the “Effective Date”). After this time, if this Release is not executed and returned, the severance program outlined in the Letter will cease to be of any force or effect.

By my signature below, I acknowledge that (i) I have read and understand both the Letter outlining my severance program and this Acceptance and Release and (ii) I agree to the terms and conditions set forth in both the Letter and this Release and will abide with their terms.

Dated: January 23, 2015.

/s/ Gernot E. Penzhorn

Gernot E. Penzhorn

Exhibit 10.2

January 23, 2015

Gernot E. Penzhorn

2 Harmony Links Place

Spring, Texas 77382-2017

VIA HAND DELIVERY

Dear Gernot:

As we discussed today, the decision has been made to eliminate your position with Layne Christensen Company (the “Company”) effective January 30, 2015. Subject to your execution of the Acceptance and Release in the form attached to this letter within the time provided in that document, the Company is offering the following salary and benefit continuation program.

1. Salary Support. You will remain on the payroll at your current rate of pay through January 30, 2015. Commencing February 2, 2015, you will be provided twelve (12) months of salary support at a rate of $5,769.23 per week. Deductions required by law (e.g., income tax and FICA withholding) will be taken out of these payments. You will receive this support in regular bi-weekly installments on the same schedule that you receive your current paychecks. You will receive these payments regardless of whether you obtain new employment prior to the end of the salary support period. By accepting these payments, you agree as follows:

1.1 You will not disclose any confidential or proprietary information which you acquired as an employee of the Company to any other person or entity, or use such information in any manner including any manner that is detrimental to the interest of the Company;

1.2 You will not make any comments relating to the Company or its employees which are critical, derogatory or which may tend to injure the business of the Company;

1.3 You will immediately return all Company property in your possession including, but not limited to, documentation of a confidential or proprietary nature, credit cards, phone cards, security access cards and any other property belonging to the Company. You represent that you have not retained any copies, electronic or otherwise, of such property;

1.4 You will reasonably cooperate with the Company to provide information related to your work for the Company, if needed;

1.5 You understand that the nature of your position with the Company gave you access to and knowledge of confidential information and placed you in a position of trust and confidence with the Company and you benefitted from the Company’s goodwill. You understand and acknowledge that the Company invested significant time and expense in developing the confidential information and goodwill. You understand and acknowledge that you had unique access to the Company’s confidential information and goodwill by way of your position. You further understand and acknowledge that the restrictive covenants below are necessary to protect the Company’s legitimate business interests in its confidential information and goodwill. You further understand and acknowledge that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if you violate the restrictive covenants below.

1.6 You will not engage in competition with the Company for a period of one year from the date of this Letter Agreement. For purposes of this Letter Agreement, you will be deemed to engage in competition with the Company if you directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, employee, agent, or in any other capacity, consult with or otherwise assist any person or entity engaged in services similar to those provided by the Company or any member of the Company’s group of companies. The provisions of this Paragraph 1.6 shall apply in any location in which the Company has established, or is in the process of establishing, a business presence;

Gernot E. Penzhorn

January 23, 2015

Page 2

1.7 For a period of one year following the date of this Letter Agreement, you will not, directly or indirectly, induce or attempt to induce or otherwise counsel, advise, ask or encourage any person to leave the employ of the Company, or solicit or offer employment to any person who was employed by Company at any time during the twelve-month period preceding the solicitation or offer;

1.8 For a period of one year following the date of this Letter Agreement, you will not, directly or indirectly, solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Company’s current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company; and

1.9 In the event you breach any of your obligations hereunder, any outstanding obligations of the Company shall terminate immediately and any payments previously made to you hereunder shall be returned to the Company.

2. Group Health, Dental and Vision Continuation. If applicable, your group health, dental and vision benefits will end on the day your employment terminates. Your COBRA benefits will run concurrent with your salary support benefits. If you choose to elect COBRA before the election deadline, the Company will continue to pay the employer portion of the COBRA through the day your salary support period ends. The premiums for these benefits will be deducted from your severance checks. Once your salary support period ends, you will be responsible for paying the full amount of COBRA premiums. The Taben Group administers the Company’s COBRA benefits and will send you the Notice and the Election Form to continue these benefits. You must return the form to The Taben Group before the election deadline, which is 60 days from the date of such Notice and Election Form, in order to properly enroll in any of these benefits. If you elect to continue your benefits under COBRA, The Taben Group will send you payment coupons that will commence on the day following the last day of your salary support period. If Layne benefit plans for active employees are changed, your plan(s) will be modified accordingly. The Company reserves the right to substitute different health, dental or vision plans at a future date.

3. Vesting of Company Deferred Compensation Contribution. The Company will accelerate the vesting on the Company contribution in the amount of $182,487.81 made to your account in the Company’s Deferred Compensation Plan in 2011.

4. Continuation of EAP Assistance. You may continue to use the Layne Christensen On Call Employee Assistance Program at no cost to you for one year after the effective date of your separation. The telephone number of the On Call EAP is 1-888-371-1125.

5. Vacation Benefit. You will not earn any additional vacation entitlement during the salary support period.

6. Other Benefits. Setting aside your continuation in the group health, dental and vision plans, which is explained in paragraph 2 above, your participation in the Company’s life and/or AD&D plans will cease as of the date of your termination. You have the right to continue coverage at your own expense by exercising your conversion privileges with respect to certain of these benefits. Layne Christensen’s benefits department will send information on your conversion right to you in the mail or you may call at your convenience. Your participation in short-term and/or long-term disability will also cease as of the date of your termination.

7. CAP-401k Fund Balance. You have previously received a statement of the balance in your Layne Capital Accumulation Plan account as of December 31, 2014. As a terminated employee, you may take a distribution on your account balance in the form of cash or a rollover to a qualified plan. Distributions take approximately two to four weeks following completion of the distribution process. Details of the distribution process will be mailed to you. Note: Your account will continue to be invested as you have directed through the date your account balance is

Gernot E. Penzhorn

January 23, 2015

Page 3

distributed. Please be aware that in order to avoid a 20% withholding under federal income tax regulations, you must rollover or reinvest this balance directly into a qualified individual or group retirement account. Please refer to the Special Tax Notice Regarding Plan Payments which will be included with the information that will be mailed to you. Deferrals will not be deducted from your salary support checks and no match will be made during your salary support period.

8. COBRA Rights. You are entitled to extend your group health coverage for up to eighteen (18) months after your group health benefits are terminated by the Company. Your group health benefits will be terminated as of the date of your termination. Please refer to paragraph 2 for details about COBRA during your salary support period. On the first day following the end of your salary support period, you will be expected to pay the full COBRA rates. Please be advised that the COBRA health plan rates will change from time to time, and can be expected to increase each year.

Should you elect not to sign the attached Acceptance and Release, you will not be entitled to any salary support, but will be eligible for the benefits outlined in paragraphs 7 and 8 of this letter, as well as the conversion rights outlined in paragraph 6. Regardless of whether you elect to sign the attached Acceptance and Release, please provide me with a personal e-mail address in order to expedite delivery of the COBRA notice and termination paperwork. If you have any questions, please contact Tony Robertson, Director of Global Benefits, in The Woodlands, Texas at 281/475-2613. On behalf of the entire Company, I want to thank you for your past service to Layne Christensen Company. We all wish you well in your future endeavors.