Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT, DATED AUGUST 18, 2010 - PALL CORP | exhibit10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): August 18, 2010
PALL
CORPORATION
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| New York | 001- 04311 | 11-1541330 | ||
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) | |||
| 25 Harbor Park Drive, Port Washington, NY | 11050 | |||
| (Address of principal executive offices) | (Zip Code) |
(516) 484-3600
(Registrant's telephone number, including area code)
(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:
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.
(e) On August 18, 2010, Pall
Corporation (the “Registrant”) entered into a new employment
agreement with Roberto Perez, the Company’s Chief Operating Officer (the
“Employment
Agreement”),
superseding the previous Employment Agreement between the Registrant and Mr.
Perez, dated September 12, 2005. The Employment Agreement was approved by the
Compensation Committee (the “Committee”) of the Board of Directors of the
Registrant on July 14, 2010.
The Employment Agreement provides
for an annual base salary of $500,000, which may be increased with the approval
of the Committee, and for a target bonus percentage equal to 112.5% of base
salary.
Pursuant to the Employment
Agreement, upon a separation from service (as defined under Section 409A of the
Internal Revenue Code of 1986, as amended) due to termination by the Registrant
without cause or by Mr. Perez for good reason, Mr. Perez will receive monthly,
for 24 months, a payment equal to 1/12 of the sum of base salary and 70% of
target bonus percentage multiplied by his base salary, and his unvested
restricted stock units, units under the Pall Corporation Management Stock
Purchase Plan (the “Management Plan”) and stock options will continue
to vest and settle in the usual manner until the second anniversary of the
separation from service. The Employment Agreement defines good reason as (a) a
material diminution in base salary, (b) a material diminution in authority,
duties or responsibilities of the executive or of the person to whom the
executive is required to report, (c) a material change in geographic location or
diminution in the budget over which the executive retains authority, or (d) any
action or inaction that constitutes a material breach by the Registrant of the
agreement. Upon a change in control, unvested restricted stock units, Management
Plan units and stock options will immediately vest.
The Employment Agreement also
provides for termination upon death or disability, upon Mr. Perez reaching age
65, by Mr. Perez without good reason, and for cause by the Registrant. Upon
separation from service on his death or disability, Mr. Perez (or his estate, as
applicable) will be entitled to an amount equal to his base salary and prorated
bonus compensation to the end of the month in which death or disability occurs,
and for 12 months after the month in which death or disability occurs, monthly
payments equal to 1/12 of the sum of 50% of his base salary and 50% of his
target bonus percentage multiplied by base salary. Upon separation from service
due to termination by the Registrant for cause or by Mr. Perez without good
reason, Mr. Perez would not be entitled to any compensation (other than as
accrued to the date of the separation from service).
The Employment Agreement also
provides that during employment (including any period following notice of
termination whether or not services are being performed) and for 12 to 24 months
after termination of employment (depending upon the circumstances of the
termination), Mr. Perez may not engage in any activity that is competitive to
any material extent with the business of the Registrant, may not disparage the
Registrant, and may not solicit customers or employees of the Registrant. The
Employment Agreement also contains trade secret, confidentiality and invention
and patent covenants that apply during and subsequent to
employment.
The forgoing description of the
terms of the Employment Agreement is qualified in its entirety by reference to
the Employment Agreement which is attached hereto as an exhibit and is
incorporated herein by reference.
ITEM 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
| 10.1 |
Employment Agreement, dated August 18, 2010, between the Registrant
and Roberto Perez
|
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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.
| Pall Corporation | |
| /s/ Francis Moschella | |
| August 24, 2010 | Francis Moschella |
| Vice President – Corporate Controller | |
| Chief Accounting Officer | |
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INDEX TO EXHIBITS
| Exhibit | ||||
| Number | Description | |||
| 10.1 | Employment Agreement, dated August 18, 2010, between the Registrant and Roberto Perez | |||
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