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EX-10.1 - EX-10.1 - American Railcar Industries, Inc.d567167dex101.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): July 8, 2013

 

 

AMERICAN RAILCAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

North Dakota   000-51728   43-1481791
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

100 Clark Street  
St. Charles, Missouri   63301
(Address of principal executive offices)   (Zip Code)

Registrant’s 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 (see General Instruction A.2):

 

¨ 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. Compensatory Arrangements of Certain Officers.

2013 Management Incentive Plan

On July 8, 2013, American Railcar Industries, Inc.’s (“ARI” or the “Company”) compensation committee of the board of directors (the “Committee”) approved the Company’s Management Incentive Plan for 2013 (the “Incentive Plan”). The purpose of the Incentive Plan is to provide a variable component to the total compensation package for management and executive level employees. Each of the Company’s named executive officers is eligible to participate in the Incentive Plan. Compensation that may be earned under the Incentive Plan will be based on a combination of factors, including company financial performance, operational and administrative goals as determined by the Committee, as well as an employee’s base salary and performance evaluations. The Committee retains sole discretion over all matters relating to the Incentive Plan, including, without limitation, the decision to pay any financial awards, the amount of financial awards, if any, the ability to increase or decrease any financial awards, and to make changes to any performance measures or targets, and discretion over the payment of partial financial awards in the event of employment termination. Unless otherwise approved by the Committee, no bonuses will be paid to any named executive officer who ceases to be employed by the Company prior to the payment date.

The foregoing description of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan. A copy of the Incentive Plan is filed herewith as Exhibit 10.1 and is incorporated in its entirety herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number

  

Description

Exhibit 10.1    2013 Management Incentive Plan


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: July 11, 2013       American Railcar Industries, Inc.
   

By:

 

/s/ Dale C. Davies

   

Name:

  Dale C. Davies
   

Title:

 

Senior Vice President, Chief

Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit Number

  

Description

Exhibit 10.1    2013 Management Incentive Plan