Attached files
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EX-10.35 - REPUBLIC AIRWAYS HOLDINGS INC | v201278_ex10-35.htm |
EX-10.33 - REPUBLIC AIRWAYS HOLDINGS INC | v201278_ex10-33.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): November 2, 2010
Republic
Airways Holdings Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
000-49697
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06-1449146
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(Commission File
Number)
|
(IRS Employer
Identification No.)
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8909
Purdue Road
Suite
300
Indianapolis,
IN 46268
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (317) 484-6000
None.
(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 (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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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On
November 2, 2010, Republic Airways Holdings Inc. (the “Company”) entered into a
third amended and restated employment agreement with each of Bryan K. Bedford,
Chairman, President and Chief Executive Officer of the Company, and Wayne C.
Heller, Executive Vice President and Chief Operating Officer of the
Company.
Pursuant
to the new employment agreements, the term of Mr. Bedford’s and Mr. Heller’s
employment with the Company is extended until December 31,
2013. However, the Company may terminate the agreement upon giving 30
days notice and the executive may terminate the agreement upon giving 180 days
notice, which notice may not be given prior to June 30, 2011.
Pursuant
to the new employment agreement with Mr. Bedford, Mr. Bedford’s base salary
shall remain $450,000. In addition to the base salary, Mr. Bedford
will have an annual bonus opportunity target equal to 100% of his salary for the
year. The amount of the annual bonus may be more or less than the
target amount, but not more than 200% of Mr. Bedford’s salary for the year, and
will be determined, in its sole discretion, by the Compensation Committee based
upon certain performance measures which shall be determined by the Board of
Directors.
Pursuant
to the new employment agreement with Mr. Heller, Mr. Heller’s shall receive an
increase in base salary from $225,000 to $300,000. In addition to the
base salary, Mr. Heller will have an annual bonus opportunity target equal to
75% of his salary for the year. The amount of the annual bonus may be
more or less than the target amount, but not more than 150% of Mr. Heller’s
salary for the year, and will be determined, in its sole discretion, by the
Compensation Committee based upon certain performance measures which shall be
determined by the Board of Directors.
Each
employment agreement provides for severance compensation of two times base
salary and two times bonus paid to the executive for the Company’s last calendar
year upon the occurrence of certain events, including a change in control of the
Company, death or disability, or termination by the executive for good
reason. Upon failure to renew the agreement, each employment
agreement provides for a payment of one times base salary and one times the
executive’s target bonus then in effect. The amendments also provide
for the lifetime continuation of medical and travel benefits upon the occurrence
of certain termination events.
In
connection with the new employment agreements, the Company granted to Mr.
Bedford options to purchase 60,000 shares, and granted to Mr. Heller options to
purchase 80,000 shares, of the Company’s common stock at an exercise price per
share equal to $9.25, the closing price of the Company’s common stock on The
NASDAQ Global Select Market on November 2, 2010, the grant
date. One-third of these stock options vest on each of the next three
anniversaries of November 2, 2010.
The
Company also granted to Mr. Bedford 120,000 shares of restricted stock, and
granted to Mr. Heller 40,000 shares of restricted stock, at a price per share
equal to the par value thereof, which shall vest on each of the next three
anniversaries of November 2, 2010.
Copies of
the Third Amended and Restated Employment Agreement with each of Mr. Bedford and
Mr. Heller are attached hereto as Exhibit 10.33 and Exhibit 10.35,
respectively.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.33
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Third
Amended and Restated Employment Agreement by and between the Company and
Bryan K. Bedford dated as of November 2,
2010.
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10.35
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Third
Amended and Restated Employment Agreement by and between the Company and
Wayne C. Heller dated as of November 2,
2010.
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(All
other items on this report are inapplicable.)
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.
REPUBLIC
AIRWAYS HOLDINGS INC.
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Dated:
November 3, 2010
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By:
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/s/ Bryan K. Bedford | |
Name: Bryan
K. Bedford
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Title: President
and
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit Number |
Description
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10.33
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Third
Amended and Restated Employment Agreement by and between the Company and
Bryan K. Bedford dated as of November 2, 2010.
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10.35
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Third
Amended and Restated Employment Agreement by and between the Company and
Wayne C. Heller dated as of November 2,
2010.
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