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EX-10.56 - EXHIBIT 10.56 - American Railcar Industries, Inc. | c23629exv10w56.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): October 19, 2011.
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
North Dakota | 000-51728 | 43-1481791 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Clark Street St. Charles, Missouri |
63301 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (636) 940-6000
N/A
(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 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 5.02 below is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Employment Agreement. On October 19, 2011, American Railcar Industries, Inc. (the Company)
entered into an employment agreement with Mr. Dale C. Davies to serve the Company as Senior Vice
President, Chief Financial Officer and Treasurer (the Agreement). Mr. Davies served the Company
in the same capacities pursuant to a prior employment agreement, dated September 12, 2008, that
expired in accordance with its terms on September 1, 2011. The term of Mr. Davies Agreement began
on September 1, 2011, and will continue through September 1, 2014 (the Expiration Date), unless
earlier terminated pursuant to the Agreement. A copy of the Agreement is filed as Exhibit 10.56 to
this current report on Form 8-K and is incorporated by reference into this Item 5.02. The
description of the Agreement herein is qualified in its entirety by reference to the text of the
Agreement.
Under the terms of the Agreement, Mr. Davies receives a base salary at an annual rate of $275,000
per year. Mr. Davies is also entitled to an annual target bonus for each calendar year of
employment ending on or after December 31, 2011 of 50% of his then applicable base salary. The
actual bonus paid may be less than or greater than target based on the achievement of objective
performance targets for the Company to be set by the Board (or a committee thereof) in an annual
bonus plan for each calendar year.
Mr. Davies is entitled to receive healthcare, group term life insurance, group long-term disability
insurance, 401(k) participation, vacation, and other similar employee benefits the Company
generally provides to its senior employees.
The Agreement shall terminate and Mr. Davies employment with the Company shall end upon the
earlier of the Expiration Date, his death or disability (as defined in the Agreement), if the
Company discharges Mr. Davies with or without cause (as defined in the Agreement), or the voluntary
resignation of Mr. Davies. The Company may discharge Mr. Davies at any time with or without cause
(as defined in the Agreement).
If Mr. Daviess employment is terminated due to the expiration of the Agreement, he is entitled to
receive (i) earned and accrued base salary and unreimbursed business expenses due and unpaid as of
the date of his termination and (ii) bonus compensation earned and due with respect to a completed
calendar year but not paid as of the date of termination.
If Mr. Daviess employment is terminated due to death or disability, he is entitled to receive (i)
earned and accrued base salary and unreimbursed business expenses due and unpaid as of the date of
his termination, (ii) bonus compensation earned and due with respect to a completed calendar year
but not paid as of the date of termination, and (iii) a pro-rated portion of his bonus compensation
payable for any incomplete calendar year.
If Mr. Davies is terminated without cause (as defined in the Agreement) or if he terminates the
Agreement for good reason (as defined in the Agreement), he is entitled to receive (i) earned and
accrued base salary and unreimbursed business expenses due and unpaid as of the date of his
termination, (ii) bonus compensation earned and due with respect to a completed calendar year but
not paid as of the date of termination, and (iii) a continuation of the payment of the base salary
he would have earned through the period ending on the 180th day following his
termination. In the event of any termination of employment, Mr. Davies shall be under no obligation
to seek other employment, but in the event he becomes employed during the period specified under
clause (iii) above, he shall not be entitled to any further payments and shall return, if
applicable, any amounts paid to him on or after the subsequent employment date.
The Agreement contains non-competition provisions that prohibit Mr. Davies from directly or
indirectly competing with us during the term of his employment and for a one year period
thereafter, provided that if Mr. Davies is terminated without cause (as defined in the Agreement)
or resigns for other than good reason (as defined in the agreement), the noncompetition period
shall be six-months, extendable for up to an additional six months in exchange for severance pay of
approximately $23,000 per month. The Agreement also contains non-solicitation provisions covering
the period of Mr. Davies employment and the two year period thereafter, as well as
non-disparagement provisions and provisions requiring him to protect confidential information
during his employment and at all times thereafter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||
10.56 | Employment Agreement between American Railcar Industries,
Inc. and Dale C. Davies, dated as of October 19, 2011. |
SIGNATURE
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.
Date: October 24, 2011 | American Railcar Industries, Inc. |
|||
By: | /s/ James Cowan | |||
Name: | James Cowan | |||
Title: | President and Chief Executive Officer |
Exhibit Index
Exhibit Number | Description | |||
10.56 | Employment Agreement between American Railcar Industries,
Inc. and Dale C. Davies, dated as of October 19, 2011. |