Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Quanex Building Products CORP | d556122d8k.htm |
| EX-99.1 - EX-99.1 - Quanex Building Products CORP | d556122dex991.htm |
| EX-10.2 - EX-10.2 - Quanex Building Products CORP | d556122dex102.htm |
| EX-10.4 - EX-10.4 - Quanex Building Products CORP | d556122dex104.htm |
| EX-10.5 - EX-10.5 - Quanex Building Products CORP | d556122dex105.htm |
Exhibit 10.1
CONFIDENTIAL
June 18, 2013
Dewayne Williams
19911 Redwick Court
Spring, TX 77388
Dear Dewayne,
I am pleased to offer you the position of Vice President – Controller for Quanex Building Products Corporation (Company), reporting directly to Brent Korb, Senior Vice President and Chief Financial Officer, effective on July 1, 2013 “Effective Date”). Responsibilities of this position will be consistent with what was discussed with you during the interview process.
Your total compensation will include the following:
| 1. | Base Salary. Your base salary will be $7,307.70 paid bi-weekly (annualized at $190,000.20). |
| 2. | Annual Incentive Award (AIA). The current AIA target for your position is 40% of your base salary and a maximum of 80%. You will be pro-rated for the FY 2013 Award. |
| 3. | Long Term Incentive Award (LTI). You will also be eligible to receive a Long Term Incentive Award in December 2013 based upon approval of the Compensation and Management Development Committee. Currently, the LTI target for your position is 70% of your base salary. The Long Term Incentive Award is comprised of grants from the Omnibus Incentive Plan that typically include a mix of options, restricted stock and Performance Units. The Performance Units have historically been based on the Company achieving a certain level of Earnings per Share growth and Relative Total Shareholder Return results against our peer group over a three year period. |
| 4. | Initial Restricted Stock Grant. You will receive 1,000 shares of the Company’s Restricted Stock the Effective Date of your employment. This stock will cliff vest on the third anniversary of the Effective Date. However in the event of a change in control, as defined in the 2008 QBP Omnibus Incentive Plan, you will become fully vested in your restricted stock award of 1,000 shares. |
| 5. | Initial Stock Option Grant. You will receive a Non-Incentive Stock Option Grant to purchase 4,000 shares of Quanex Building Products Corporation common stock for a per-share exercise price equal to the closing price on the Effective Date. The option grant will ratably vest in thirds on the first, second and third anniversary of the Effective Date. However, the option will become fully vested and exercisable in the event of a change in control, as defined in the 2008 Omnibus Incentive Plan. |
| 6. | Deferred Compensation Plan. Pursuant to the terms of the Quanex Building Products Deferred Compensation Plan, you will have the opportunity to defer all or a portion of the compensation you receive under the Annual Incentive Program (AIA). You are not subject to income tax on the compensation you defer or the associated earnings until you actually receive a distribution under the Plan. |
| 7. | Company Furnished Automobile. You may select a four door vehicle with a maximum company investment cost of $39,000. Insurance will be paid by the Company. You will be reimbursed for gasoline and maintenance costs. |
| 8. | Officer Life Insurance. You will eligible for reimbursement of annual premiums for a Life Insurance policy of up to $750,000. |
| 9. | Financial and Tax Counsel. You will be eligible to receive financial, tax and legal consulting services at Company expense up to a maximum of $3,000 per year. |
| 10. | Vacation. You will be entitled to four weeks of paid vacation each calendar year. |
| 11. | Change in Control. As an Officer of Quanex Building Products Corporation you will be eligible for protection under the provision of the Corporate Change in Control Agreement. A copy of the agreement is attached. |
| a. | The Change in Control Agreement provides for a “double trigger.” First a change in control of Quanex Building Products Corporation must occur. Generally a change in control would occur if an unrelated person purchased 20 percent or more of Quanex Building Products Corporation’s outstanding stock. Second, your employment must be terminated by the acquiring organization for other than cause, or you must resign for “good reason” as defined in the Change in Control Agreement. |
| b. | Examples of “good reason” defined in the Change in Control Agreement include: (1) when the common stock of Quanex Building Products Corporation or the entity into which Quanex Building Products Corporation is merged is no longer being actively traded on the New York Stock Exchange; and (2) the “relocation of the executive’s principal office outside the portion of the metropolitan area of the City of Houston, Texas that is located within the Highway known as ‘Beltway 8.’” |
| 12. | Benefits. You will be eligible to participate in the Quanex Building Products Group Benefits Plan beginning on the first day of the month following 30 days of employment. It is a flexible cafeteria plan that offers a variety of benefit choices from which you can select that will best meet the needs of you and your family. Additionally, the Company provides certain benefits that are employer-paid (i.e., short-term disability, long-term disability, basic life insurance, and AD&D benefits). |
| 13. | 401(k) Plan. You will be eligible to participate in the Quanex Building Products Salaried and Nonunion Employee 401(k) Plan. You may contribute up to a maximum of 50% of your eligible compensation up to the government mandated maximum. Under the terms of the 401(k) Savings Plan, Quanex will match $0.50 for each dollar you contribute up to a maximum of 5% of your eligible compensation. There is a five year vesting schedule on the Company match. In addition, you may elect to save on a before-tax or after-tax basis, or a combination of the two. |
| 14. | Pension. You will be eligible for pension benefits from two programs, Quanex Building Products Salaried and Nonunion Employee Pension Plan (the Qualified Plan), and the Quanex Building Products Restoration Plan (the Nonqualified Plan). |
| a. | Qualified Plan. You will be eligible for the qualified plan provided you meet the vesting requirements of the plan. The qualified plan consists of a notional account balance in your name. The account will receive an annual benefit credit of 4% based on your base pay plus bonus paid during the year. In addition to annual interest credits based on the 30 year Treasury (rate is established each August for the next year). The benefit is portable once you are vested (100% after three years of vesting service), you can take it with you if you leave. |
| b. | Nonqualified Plan. The Restoration Plan is a nonqualified plan designed to provide substantial additional pension benefits to Corporate Officers. The Restoration Plan restores benefits on pay in excess of the Internal Revenue Code limits for qualified plans. Under the Restoration Plan, you will be eligible to receive a lump sum payment upon your separation from service equal to: |
| i. | the benefit payable to you under the Qualified Plan if your compensation taken into account under that plan were not capped at the amount required under Section 401(a)(17) of the Internal Revenue Code (currently $230,000), |
| ii. | reduced by the benefit payable to you under the Qualified Plan taking into account only the amount of your compensation allowed under Section 401(a)(17) of the Internal Revenue Code (currently $230,000). |
The specific elements of your compensation taken into account for purposes of the Restoration Plan are the same as those items of your compensation taken into account for purposes of the Qualified Plan, described above.
The Restoration Plan will be administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code.
| 15. | Principal Office. The Quanex Building Products Corporation corporate headquarters, located at 1800 West Loop South, Suite 1500 Houston, Texas 77027 will be your principal office. |
| 16. | Background Check and Drug Screen. The offer is contingent upon your completing and passing a drug test to be taken at the company’s expense, as well as a successful completion of the background check. |
Your entitlement to any of the benefits outlined herein is contingent on your continued employment at the time. Your employment may be terminated by either you or Quanex Building Products Corporation at any time. This agreement is governed by the laws of the State of Texas.
Dewayne, I believe that you will help provide the leadership we need to meet our long-term needs on our Corporate Finance team. The Quanex leadership team enjoys a positive and effective working relationship. I look forward to your acceptance of this offer and to working with you.
Please sign your acceptance in the space below and return it to me no later than June 21, 2013.
Sincerely,
Brent Korb
Senior Vice President – Chief Financial Officer
Enclosures
| ACCEPTANCE OF OFFER | ||||
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| Dewayne Williams | Date | |||