Attached files
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EX-10.A - LETTER AGREEMENT DATED AS OF JUNE 4, 2013 - MERITOR, INC. | exhibit10-a.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): June 4, 2013
MERITOR, INC. |
||
(Exact name of registrant as specified in its charter) |
Indiana | 1-15983 | 38-3354643 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File No.) | Identification No.) |
2135 West Maple Road | ||
Troy, Michigan |
||
(Address of principal executive offices) |
48084-7186 |
(Zip code) |
Registrants telephone number, including area code: (248) 435-1000
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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
As previously disclosed, on May 3, 2013, the Board of Directors of Meritor, Inc. (Meritor) appointed Ivor J. Evans Executive Chairman of the Board and Interim Chief Executive Officer and President to replace Charles G. McClure, Jr., formerly Chairman, Chief Executive Officer and President, who was terminated without cause effective May 3, 2013.
On June 4, 2013, Meritor entered into a letter agreement with Mr. McClure (the Agreement) which is consistent with the previously disclosed terms of his employment agreement dated as of May 1, 2013 and with the terms set forth under Termination of Employment without Cause in Meritors Proxy Statement filed in connection with its 2013 Annual Meeting of Stockholders. The Agreement provides for:
- severance pay at Mr. McClures base salary of $1,184,500 per year for a period of 36 months;
- a pro rata bonus for the portion of the current year in which he was actively employed;
- vesting of his prior equity awards through the date of his severance period; and
- pro rata participation in Meritors long term incentive cash plans for the existing cycles which began more than a year before the last day employed.
This description is only a summary of, and is qualified in its entirety by reference to, the terms of the Agreement, which is filed as an exhibit to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | |
10a Letter Agreement dated as of June 4, 2013 between Meritor, Inc. and Charles McClure |
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.
MERITOR, INC. | ||||
Date: | By: | /s/ Vernon G. Baker, II | ||
June 7, 2013 | Vernon G. Baker, II | |||
Senior Vice President and General Counsel |
EXHIBIT INDEX
10a Letter Agreement dated as of June 4, 2013 between Meritor, Inc. and Charles McClure