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EX-10.95 - SHOCKEY RELEASE AGREEMENT - PINNACLE AIRLINES CORPexhibit10-95.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):
 
October 19, 2011
 
PINNACLE AIRLINES CORP.
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I. R. S. Employer Identification No.)
Delaware
001-31898
03-0376558
(Address of principal executive offices)
(Zip Code)
1689 Nonconnah Blvd, Suite 111 Memphis, TN
38132
Registrant’s telephone number, including area code
(901)-348-4100
(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):
   
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 3, 2011, Pinnacle Airlines Corp. (the “Company”) announced that Douglas W. Shockey had resigned from his positions as Vice President and Chief Operating Officer of the Company, effective September 30, 2011 (the “Resignation Date”).

On October 19, 2011, the Company and Mr. Shockey entered into a Release Agreement (the “Agreement”).  The Agreement provides for: (i) payment of Mr. Shockey’s accrued but unpaid salary and bonus;  (ii) payment of accrued, unpaid vacation pay; (iii) payment of a pro-rata share of Mr. Shockey’s incentive bonus for 2011; (iv) a severance payment of $34,375 per month for eighteen months; and (v) payment of transition expenses of $1,200 per month for twenty-four months.  In addition, on the Resignation Date, the restrictions are removed from Mr. Shockey’s stock awards, unvested stock options become vested, and stock options held by Mr. Shockey become exercisable within ninety days of the Resignation Date.

The Agreement subjects Mr. Shockey to non-competition obligations until the eleventh month anniversary of the Resignation Date, and non-solicitation, and non-disparagement obligations until the first anniversary of the Resignation Date. In connection with the Agreement, Mr. Shockey also executed a general release of any and all claims or causes of action that Mr. Shockey had, has, or may have against the Company.

The foregoing summary of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.95 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Item 9.01 Financial Statements and Exhibits.
 
(c) Exhibits:
 
Exhibit Number
 
Description
     
10.95
 
Release Agreement between Douglas W. Shockey and Pinnacle Airlines Corp. dated 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 thereunto duly authorized.

   
PINNACLE AIRLINES CORP.
   
(Registrant)
     
   
By:  /s/ Brian T. Hunt
   
Brian T. Hunt
   
Vice President and General Counsel
October 25, 2011
   



 
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