Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - HG Holdings, Inc. | c93683exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - HG Holdings, Inc. | c93683exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2009
Stanley Furniture Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-14938 | 54-1272589 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1641 Fairystone Park Highway, Stanleytown, Virginia |
24168 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (276) 627-2000
N/A
(Former name or former address, if changed since last report.)
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:
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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On December 8, 2009, Stanley Furniture, Inc. (the Company) announced that it was
eliminating the position of Executive Vice President Operations and that the employment of Steve
Bullock, who serves as Executive Vice PresidentOperations, will terminate on December 31, 2009.
(e) On December 10, 2009, the Compensation Committee (the Committee) of the Company adopted
the Companys 2010 annual incentive compensation program (the Incentive Plan) which is for
corporate officers and key employees who can directly influence the Companys financial results.
Under the 2010 Incentive Plan, 75% of the bonus will be based on earnings (loss) before interest
and taxes (EBIT) and 25% of the bonus will be based on returns and allowances (R&A). The
Companys executive officers will receive a cash bonus of up to 75% of their total bonus target if
the Companys EBIT achieves or exceeds a specified threshold amount for fiscal 2010 (the EBIT
Bonus) and up to 25% of their total bonus target if the Companys R&A achieves or exceeds a
specified threshold amount for fiscal 2010 (the R&A Bonus). No EBIT Bonus will be paid if the
EBIT threshold is not met and the EBIT Bonus will be larger for Company performance above the EBIT
threshold up to a maximum award (which would be achieved at 100% of EBIT target) on a per employee
basis. No R&A Bonus will be paid if the R&A threshold is not met and the R&A Bonus will be larger
for Company performance above the R&A threshold up to a maximum award (which would be achieved at
100% of R&A target) on a per employee basis. The Committee established a bonus potential of
$200,000 for Glenn Prillaman, President and Chief Operating Officer, and $250,000 for Douglas I.
Payne, Executive Vice President, Finance. Albert L. Prillaman, Chairman and Chief Executive
Officer does not participate in the Incentive Plan.
On December 11, 2009, the Company entered into a Change in Control Protection Agreement (the
Agreement) with Glenn Prillaman. During the two years after a change in control (as defined in
the Agreement), Mr. Prillaman is entitled to receive severance pay if the Company terminates his
employment other than for cause (as defined in the Agreement) or if he terminates his employment
with the Company for good reason which generally is defined to exist if: (i) there is a material
reduction in his base salary, (ii) his authority, duties or responsibilities are materially
reduced, (iii) he is required to report to a corporate officer or employee instead of reporting
directly to the board of directors of the Company or its ultimate parent following a change in
control, (iv) his place of employment is relocated further than 50 miles from his current place of
employment, or (v) any other action or inaction that constitutes a material breach by the Company
or its successor of the Agreement. In the event Mr. Prillamans employment is terminated in the
circumstances described in the preceding sentence, he is entitled to receive the following
severance payments:
| two times base salary paid in a lump sum at termination; |
| two times the average bonus paid over the last two prior fiscal years paid in a lump sum at termination; |
| a pro rata annual bonus for the year of termination, based on actual Company results, payable when the bonus is otherwise payable; and |
| vesting in the outstanding stock awards that would have vested in the next two years. |
The Agreement will continue in effect until December 31, 2011, subject to automatic extensions for
additional one-year terms at the beginning of each year unless either party to the Agreement gives
notice on or before October 1 of any year that the agreement will not be extended.
The foregoing description of the Agreement is qualified in its entirety by reference to the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with his termination, Mr. Bullock entered into a separation agreement with the
Company (the Separation Agreement). Pursuant to the Separation Agreement, Mr. Bullock will
continue to receive salary payments in the amount of $6,605 semi-monthly beginning on the effective
date of his termination and continuing until December 31, 2010, or until Mr. Bullock obtains any
other full time employment, whichever occurs first; however, Mr. Bullock is entitled to a minimum
payment of $13,210 regardless of when he obtains other employment. The Separation Agreement
provides for a general release by Mr. Bullock of the Company. Mr. Bullock is also subject to
certain non-solicitation requirements under the Separation Agreement. The foregoing description is
qualified in its entirety by reference to the Separation Agreement, a copy of which is attached
hereto as Exhibit 10.2 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
10.1 | Change in Control Protection Agreement, dated December 11, 2009, by and between Stanley Furniture Company, Inc. and Glenn Prillaman. |
10.2 | Form of Separation Agreement and General Release between Stephen A. Bullock and Stanley Furniture Company. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized.
STANLEY FURNITURE COMPANY, INC. |
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Date: December 14, 2009 | By: | s/ Douglas I. Payne | ||
Douglas I. Payne | ||||
Executive Vice President, Finance and Administration | ||||