Attached files
| file | filename |
|---|---|
| EX-10.1 - AMERICAN ITALIAN PASTA CO | form8kexh101_122209.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)
|
December
21, 2009
|
|
AMERICAN
ITALIAN PASTA COMPANY
|
|
(Exact
name of registrant as specified in its charter)
|
|
Delaware
|
001-13403
|
84-1032638
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Identification
Employer
No.)
|
|
4100
N. Mulberry Drive, Suite 200, Kansas City, Missouri
|
64116
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(816)
584-5000
|
|
Not
Applicable
|
|
(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:
[ ]
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.
On
December 21, 2009, the Compensation Committee of American Italian Pasta Company
(the "Company") approved the performance goals and the threshold, target and
maximum payouts for the Company’s executive offices under the Company’s Cash
Bonus Plan for fiscal 2010. The Cash Bonus Plan provides for certain
incentive amounts to be paid based on a percentage of the employee’s base salary
and the achievement of certain threshold, target and maximum performance
goals. The performance goal for 2010 is earnings before interest,
taxes, depreciation and amortization, as adjusted for certain
items. For executive officers of the Company in fiscal 2010, the Cash
Bonus Plan provides for payments to Jack Kelly, Walt George, Paul Geist and
Robert Schuller in the amounts of $255,000, $98,924, $78,078 and $75,075
respectively, at threshold, $510,000, $197,849, $156,156 and $150,150,
respectively, at target, and $765,000, $296,733, $234,234 and $225,225,
respectively, at maximum. Adjustments may be made to the final
payouts to reflect individual performance evaluations.
The
Committee also approved a revised Stock Appreciation Rights Award Agreement,
attached as Exhibit 10.1 hereto, which was revised to conform the change in
control provision to the Company’s Amended and Restated Severance Plan for
Senior Vice Presidents and Above.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Stock Appreciation
Rights Award Agreement for Senior Vice Presidents and Above.
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.
| AMERICAN ITALIAN PASTA COMPANY | |||
|
Date:
December 22, 2009
|
By:
|
/s/ Robert W. Schuller | |
| Robert W. Schuller | |||
| Executive
Vice President
and
General Counsel
|
|||
EXHIBIT
INDEX
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Exhibit Number
|
Description
|
|
10.1
|
Stock
Appreciation Right Award Agreement for Senior Vice Presidents and
Above
|