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EX-10.2 - Symmetry Medical Inc. | v209928_ex10-2.htm |
EX-10.1 - Symmetry Medical Inc. | v209928_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): January 28, 2011
SYMMETRY
MEDICAL INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-32374
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35-1996126
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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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3724
N State Road 15, Warsaw, Indiana 46582
(Address
of Principal executive offices, including Zip Code)
(574)
268-2252
(Registrant’s
telephone number, including area code)
(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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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a
Material Definitive Agreement.
The Board of Directors
reviews the compensation of its non-employee directors annually, and
has not made any change in several years. The annual cash retainer
was previously $25,000 and the annual restricted stock grant was
7,400 shares, vesting over three years.
This
year’s review of director compensation included market data regarding its peer
group obtained from Equilar, Inc., a compensation benchmarking and data
firm. The peer group data indicated that the Company’s Board of
Directors was compensated below the 25th
percentile among its peer group. The Board determined that if it is
to attract and retain qualified candidates it should pay at the median for its
peer group, and should align the directors’ interests with those of the
shareholders by paying 80% of director compensation in the form of restricted
stock. Further to that goal, on January 28, 2011 the Board, upon
recommendation of the Compensation Committee, modified director compensation as
follows:
-
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Committee
Chairman Fees: The fees paid to the chairmen of the Compensation and
Organizational Committee and the Nominating and Governance Committee are
increased from $5,000 to $10,000
annually.
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-
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Annual
Cash Retainer: Annual cash retainers for the Board are modified from
$25,000 to $30,000 annually.
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-
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Restricted
Stock: Annual restricted stock payments will equal $140,000,
with the number of shares granted determined by dividing that value by the
share price on the date of grant, rounded to the nearest whole share
number. The shares shall vest in three equal installments on the last day
of the current and following two
years.
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In
addition, the Company entered into Transition Retention Bonus Agreements with
certain of its executive officers. For a description of those
arrangements, see the information set forth below under Item 5.01, which is
incorporated into this Item 1.01 by reference.
Item 5.01 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
A.
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Transition Retention
Payment.
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As a part
of its goal of retaining certain vital individuals during the transition in the
Company’s
leadership, on January 28, 2011, the Company entered into Transition Retention
Bonus Agreements with its Named Executive Officers and certain other executive
officers. Those agreements provide that the recipients will receive the
amounts set forth below, which amounts will be fully repaid if the recipient
terminates his employment with the company in 2011; 50% of the amount shall be
repaid in the event the individual resigns during 2012.
Fred
Hite, Senior Vice President, CFO and Investor Relations Officer -
$75,000
Brian
Moore, President, Business Development - $87,000
Darin
Martin, Senior Vice President, Chief Regulatory Officer - $50,000
Michael
Curtis, SVP and COO, US - $36,000
The
foregoing summary of the Transition Retention Bonus Agreement does not purport
to be complete and is qualified in its entirety by reference to the Transition
Retention Bonus Agreement, which is filed hereto as Exhibit 10.1 and is
incorporated herein by reference.
B.
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Updated Restricted
Stock Grant.
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As a part
of its effort to retain key talent through the transition to the Company’s new
leadership, the Board modified the agreements utilized for restricted stock
grants to all employees, including the Company’s Named Executive
Officers. The new agreement includes significant obligations on the
recipient’s part designed to protect the Company’s interests should
the individual leave the Company. The foregoing summary of the new
Restricted Stock Agreement does not purport to be complete and is qualified in
its entirety by reference to the Restricted Stock Agreement, which is filed
hereto as Exhibit 10.2 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
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Exhibits:
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10.1 Form
Transition Retention Bonus Agreement.
10.2 Form
of Key Employee Restricted Stock Agreement.
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.
Symmetry
Medical Inc.
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/s/
Fred L. Hite
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Date:
February 3, 2011
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Name:
Fred L. Hite
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Title:
Senior Vice President, Chief Financial Officer and Investor Relations
Officer
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