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Delaware
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23-3058564
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
In connection with Mr. Shaffer's appointment described above as part of the management succession plan presented by John D. Craig to the Board of Directors, effective November 1, 2014, Mr. Craig agreed to modify his employment agreement to clarify his continued duties as Chairman and Chief Executive Officer of EnerSys and waive any right to claim "Good Reason" (as defined in his employment agreement) as a result of this change. The foregoing description of the modification and waiver by Mr. Craig is qualified in its entirety by the full text of the Side letter to Employment Agreement, dated October 30, 2014, between EnerSys and John D. Craig, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with the appointment of Todd M. Sechrist as President EnerSys EMEA effective on November 1, 2014, Mr. Sechrist entered into a letter agreement and an employment contract in connection with his international assignment, which will be for a maximum term of three years. The letter agreement sets forth the terms of employment and the employment contract provides additional provisions required by Swiss law. The employment contract provides that the statutory notice requirement applicable to employers in Switzerland applies in connection with termination of employment, and the letter agreement and employment contract generally provide that Mr. Sechrist may not compete with EnerSys' business or solicit any of its employees for at least one year following termination of his employment. Under his letter agreement, Mr. Sechrist is entitled to: (i) an annual base salary of $400,000, (ii) certain cost of living supplement, (iii) a car and housing allowance, (iv) tax preparation and consulting services, (v) reimbursement for certain expenses that Mr. Sechrist incurs as a result of being located outside of the United States, and (vi) certain air travel reimbursement to and from the United States for Mr. Sechrist or his immediate family. The foregoing description of the arrangement with Mr. Sechrist is qualified in its entirety by the full texts of the Employment Contract, dated September 12, 2014, between EH Europe GmbH and Todd M. Sechrist and the Letter Agreement, dated September 12, 2014, between EnerSys and Todd M. Sechrist, which are attached hereto as Exhibits 10.3 and 10.4, respectively, and incorporated herein by reference.
10.1 Side Letter to Employment Agreement, dated October 30, 2014, between EnerSys and John D. Craig (incorporated by reference to Exhibit 10.4 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
10.2 Employment Offer Letter, dated October 20, 2014, of EnerSys Delaware Inc. to David M. Shaffer (incorporated by reference to Exhibit 10.5 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
10.3 Employment Contract, dated September 12, 2014, between EH Europe GmbH and Todd M. Sechrist (incorporated by reference to Exhibit 10.6 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
10.4 Letter Agreement, dated September 12, 2014, between EnerSys and Todd M. Sechrist (incorporated by reference to Exhibit 10.7 to EnerSys' Quarterly Report on Form 10-Q for the period ended September 28, 2014 (File No. 001-32253) filed on November 5, 2014).
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EnerSys
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Date: November 06, 2014
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By:
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/s/ Richard W. Zuidema
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Richard W. Zuidema
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Executive Vice President
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