Attached files
| file | filename |
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| EX-10.1 - OVERHILL FARMS, INC. EXHIBIT 10.1 - OVERHILL FARMS INC | ex10_1.htm |
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
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Date
of Report (Date of earliest event reported)
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February 18,
2010
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OVERHILL
FARMS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada | 001-16699 | 75-2590292 | ||
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
|
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2727 East Vernon Avenue, Vernon,
California
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90058
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(323)
582-9977
|
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 (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As of
February 18, 2010, Overhill Farms Inc. (the “Company”) entered into a
new employment agreement with its President, Chief Executive Officer and
Chairman of the Board of Directors, James Rudis. The agreement
governs the employment relationship between the Company and Mr. Rudis from
January 1, 2010 through December 31, 2011. After the initial term, the
relationship will be at-will and may be terminated by the Company at any time or
by Mr. Rudis upon at least 60 days’ written notice. Upon termination, Mr. Rudis
would be entitled to receive accrued and unpaid base salary, unreimbursed
business expenses and accrued but unused vacation pay. In addition, if the
Company were to terminate Mr. Rudis without cause, then subject to certain
requirements, Mr. Rudis would be entitled to:
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·
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a
severance benefit in the form of continuation of his base salary in effect
at the date of termination and payment of COBRA health insurance premiums
for the longer of twelve months or the remaining unexpired portion of the
initial term of the agreement; and
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·
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a
pro rated bonus payment under the terms of a bonus plan, if any, pursuant
to which a bonus has been earned, payable at the time provided in the
bonus plan.
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Mr.
Rudis’ base salary is $450,000, and the Company will review his compensation
annually and increase it in a percentage not less than that of the annual
increase in the cost of living. The agreement provides that Mr. Rudis
will serve as Chairman of the Board coterminous with his service as Chief
Executive Officer, and that he will resign from all offices and directorships he
holds with the Company or its subsidiaries and affiliates effective upon the
date of termination.
The
agreement contains a covenant by Mr. Rudis not to compete with the Company
during the term of his employment and a covenant by Mr. Rudis not to solicit
employees, customers, prospective customers or suppliers during the term of his
employment and for a period of one year thereafter. The Company has
agreed to provide at its expense a $1.0 million life insurance policy on Mr.
Rudis’ life, payable to a beneficiary of his choice, and to pay to him $800 per
month for an automobile lease and to reimburse him for all operating and
insurance expenses relating to the leased automobile. In addition, if
Mr. Rudis chooses not to participate in the Company’s existing group medical
insurance plan, the Company has agreed to reimburse Mr. Rudis for health
insurance premiums he pays through the term of the employment agreement and any
extensions for Mr. Rudis and his immediate family, up to the amounts he paid for
such coverage immediately prior to the effective date of the
agreement.
The
agreement provides Mr. Rudis with four weeks of paid vacation annually. The
Company has agreed to cash out and pay Mr. Rudis for the portion of any vacation
time not used by the end of the calendar year in which it was earned or at such
a later date as may be specified by Mr. Rudis.
Mr. Rudis
will be entitled to receive a minimum payment of $300,000 upon the occurrence of
a change in control, which includes:
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·
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an
individual, entity or group becoming the beneficial owner of more than 50%
of the total voting power of the Company’s total outstanding voting
securities on a fully-diluted
basis;
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·
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an
individual or entity acquiring substantially all of the assets and
business of the Company; or
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·
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a
merger, consolidation, reorganization, business combination or acquisition
of assets or stock of another entity, other than in a transaction that
results in the Company’s voting securities outstanding immediately before
the transaction continuing to represent at least 50% of the combined
voting power of the successor entity’s outstanding voting securities
immediately after the transaction.
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However,
a change in control does not include a financing transaction approved by the
Company’s board of directors and involving the offering and sale of shares of
the Company’s capital stock.
Mr. Rudis
was awarded a signing bonus of $50,000 in consideration of his execution of the
employment agreement and will be eligible to receive annual bonuses during the
employment period in the discretion of the Company’s compensation committee. A
copy of the employment agreement is attached as Exhibit 10.1 and incorporated
herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits
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(a) Financial Statements of
Businesses Acquired.
Not
applicable.
(b) Pro Forma Financial
Information.
Not
applicable.
(c) Shell Company
Transaction.
Not
applicable.
(d) Exhibits.
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Number
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Description
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10.1
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Employment
Agreement dated as of February 18, 2010 between Overhill Farms, Inc. and
James Rudis
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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.
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Date: February
18, 2010
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OVERHILL
FARMS, INC.
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By:
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/s/ Tracy E. Quinn
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Tracy
E. Quinn,
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||
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Chief
Financial Officer
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EXHIBIT
ATTACHED TO THIS FORM 8-K
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Number
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Description
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10.1
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Employment
Agreement dated as of February 18, 2010 between Overhill Farms, Inc. and
James Rudis
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