Attached files
file | filename |
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EX-10.3 - EXHIBIT 10.3 - BARRY R G CORP /OH/ | c10998exv10w3.htm |
EX-10.2 - EXHIBIT 10.2 - BARRY R G CORP /OH/ | c10998exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - BARRY R G CORP /OH/ | c10998exv10w1.htm |
EX-10.4 - EXHIBIT 10.4 - BARRY R G CORP /OH/ | c10998exv10w4.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): January 7, 2011
R. G. BARRY CORPORATION
(Exact name of registrant as specified in its charter)
Ohio | 001-08769 | 31-4362899 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
13405 Yarmouth Road N.W., Pickerington, Ohio |
43147 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (614) 864-6400
Not Applicable
(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. |
On January 7, 2011, R.G. Barry Corporation (the Company) entered into a new Change in
Control Agreement (each, a Change in Control Agreement) with each of Jose Ibarra, Lee Smith,
Glenn Evans and Greg Ackard (each, a Covered Executive), pursuant to which each Covered Executive
is eligible to receive certain severance payments and benefits upon certain terminations of
employment in connection with a change in control of the Company, subject to the terms and
conditions described in the Change in Control Agreements. These Change in Control Agreements
replace existing Change in Control Agreements entered into between the Company and each of the
Covered Executives.
The new Change in Control Agreements provide that, upon a qualifying termination (generally, a
termination of employment by the Company without Cause or by the Covered Executive for Good
Reason that occurs within two (2) years after a
Change in Control), a Covered Executive will be
entitled to receive the following:
(i) | A lump-sum cash severance payment equal to the sum of (a) the Covered Executives base salary at the rate in effect on the employment termination date or, if greater, the Covered Executives base salary in effect on the date of the Change in Control and (b) an amount equal to the Executives target bonus opportunity in effect at the employment termination date or, if greater, the Executives target bonus opportunity in effect on the date of the Change in Control. |
(ii) | Continuation of all medical, prescription drug, dental and vision benefits for a period of twelve months. |
For purposes of the Change in Control Agreements, a Change in Control is deemed to have
occurred if (A) any person or group acquires (or discloses the previous acquisition of)
beneficial ownership of shares of the outstanding stock of the Company which results in such person
or group possessing more than 50.1% of the total voting power of the Companys outstanding voting
securities ordinarily having the right to vote for the election of directors of the Company or (B)
as the result of, or in connection with, any tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the foregoing
transactions, the persons who were directors of the Company immediately before the completion of
such transaction shall cease to constitute a majority of the Board of Directors of the Company or
any successor to the Company.
The Change in Control Agreements also include non-competition and non-solicitation agreements
that apply to a Covered Executive after he terminates his employment with the Company whether or
not such termination occurs after a Change in Control.
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In certain circumstances, if a Covered Executive would have otherwise incurred excise taxes
under Section 4999 of the Internal Revenue Code of 1986, as amended (the Code), such Covered
Executives payments may be reduced to $1.00 less than the amount that would result in the payment
of excise taxes, if such reduction would provide the Covered Executive with a greater net after
tax benefit. The new Change in Control Agreements do not provide for
any tax-gross up in the event the payments are not reduced, and thus the Covered Executives would
be required to pay any excise taxes under Section 4999 of the
Code in such event.
The foregoing description is qualified in its entirety by reference to the Change in Control
Severance Agreement for each of the Covered Executives, which are attached hereto as Exhibits 10.1
to 10.4, and are incorporated herein by reference.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(a) (c) Not applicable.
Exhibit No. | Description | |||
10.1 | Change in Control Agreement between R.G. Barry Corporation and
Jose Ibarra, dated January 7, 2011 (filed herewith). |
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10.2 | Change in Control Agreement between R.G. Barry Corporation and
Lee Smith, dated January 7, 2011 (filed herewith). |
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10.3 | Change in Control Agreement between R.G. Barry Corporation and
Glenn Evans, dated January 7, 2011 (filed herewith). |
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10.4 | Change in Control Agreement between R.G. Barry Corporation and
Greg Ackard, dated January 7, 2011 (filed herewith). |
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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.
R. G. BARRY CORPORATION |
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Date: January 13, 2011 | By: | /s/ José G. Ibarra | ||
José G. Ibarra | ||||
Senior Vice President Finance and Chief Financial Officer |
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