Attached files
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| EX-10.1 - EXHIBIT 10.1 - SUPERIOR INDUSTRIES INTERNATIONAL INC | ex10-1.htm |
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 19, 2010
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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California
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1-6615
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95-2594729
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7800
Woodley Avenue
Van
Nuys, California
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91406
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (818)
781-4973
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Explanatory
Note
On March
19, 2010, the Compensation and Benefits Committee (the “Compensation Committee”)
of the Board of Directors of Superior Industries International, Inc. (the
“Company”) approved the Employee Incentive Plan for fiscal year 2010 (the “2010
Employee Incentive Plan”). The 2010 Employee Incentive Plan covers
all of the Company’s U.S. personnel, including the Company’s Chairman, Chief
Executive Officer and President, Mr. Steven J. Borick.
A
description of the principal terms and conditions of the plan is provided
below. Additional information on the awards made, if any, under the
2010 Employee Incentive Plan will be contained in the Company’s Definitive Proxy
Statement on Schedule 14A for the 2011 Annual Meeting of Shareholders to be
filed with the Securities and Exchange Commission.
2010
Employee Incentive Plan
Pursuant
to the terms of the 2010 Employee Incentive Plan, covered employees are eligible
to receive a target incentive ranging from three to fifteen percent of his or
her annual base salary plus a discretionary bonus ranging from two to fifteen
percent of their annual base salary if the Company’s Pre-Tax, Pre-Equity Net
Income (plus the operating results of our joint venture in Hungary) is equal to
100% of the annual Pre-Tax Net Income target as approved by the Compensation
Committee. The percentages vary based upon the level of
employee. Hourly employees earn a $300 bonus if the target is
reached.
If Pre-Tax Net Income is twice the annual Pre-Tax Net Income target, for salaried employees, the various levels of base and discretionary awards increase based upon the employees’ level in the Company; a pro rata interpolated rate will be awarded between four and fifty percent of the annual base salary, plus a discretionary award for manager level staff and above. Hourly employees will earn a bonus of $400.
The
determination as to the discretionary portion of any earned bonus is entirely
subjective and discretionary based on an evaluation of his or her performance as
memorialized in the Company’s annual Goal Deployment Program, as well as the
person’s contribution for the year. If the Pre-Tax Net Income target
is not met, the Compensation Committee may approve the establishment of a
discretionary bonus pool and the amount. Individual bonus awards
would be based on recommendations of the Chief Executive Officer and the final
amount is approved by the Compensation Committee.
Item 1.01 Entry
into a Material Definitive Agreement.
On March
19, 2010, Superior Industries International, Inc. (the "company") amended its
sublease with The Louis L. Borick Trust and the Nita Borick Management Trust
(together, the “Trusts”), effective April 1, 2010, to include only the office
space occupied by the company’s corporate office located at 7800 Woodley Avenue,
Van Nuys, California. The sublease previously included the office
space as well as the company’s former manufacturing and warehouse
facility. The company no longer needed the manufacturing and
warehouse facility following the closure of its manufacturing operations at the
property in June 2009.
The
sublease, as amended, expires on March 31, 2015. The company has the
right to extend the term of the sublease for an additional 5-year period (the
“First Option Period”), and the right to further extend the sublease, after the
commencement of and prior to the expiration of the First Option Period, for an
additional period of 5 years and 9 months. The current annual
sublease payment is $424,692. The annual sublease payment may be
increased or decreased, as appropriate, by a percentage of any increase or
decrease to the rent payable by the Trusts under the master lease for the
subleased property.
The
foregoing description is qualified in its entirety by reference to the complete
text of the Second Amendment to Sublease Agreement executed on March 19, 2010
and effective April 1, 2010, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by this reference.
The
Trusts are controlled by Mr. Louis L. Borick, Founding Chairman and a Director
of the company, and Juanita A. Borick, Mr. Louis Borick’s former spouse and the
mother of Mr. Steven J. Borick, Chairman of the Board, CEO and President of the
company, respectively. The Trusts are related persons and the
amendment of the sublease between the company and the Trusts is a related person
transaction. The Audit Committee, pursuant to the Audit Committee
Carter, has oversight for reviewing related person transactions, and the
committee has determined that this related person transaction is fair to the
company.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of Registrant.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by this reference.
Item
9.01 Financial Statements and Exhibits
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(d)
Exhibits
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10.1
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Second
Amendment to Sublease Agreement dated April 1, 2010 by and among The Louis
L. Borick Trust and The Nita Borick Management Trust and Superior
Industries International, Inc.
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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.
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SUPERIOR
INDUSTRIES INTERNATIONAL, INC.
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(Registrant)
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Date:
March 25, 2010
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/s/
Robert A. Earnest
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Robert
A. Earnest
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Vice
President, General Counsel and Corporate Secretary
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