Attached files
| file | filename |
|---|---|
| EX-10.3 - Federal-Mogul Holdings LLC | v178258_ex10-3.htm |
| EX-10.1 - Federal-Mogul Holdings LLC | v178258_ex10-1.htm |
| EX-10.4 - Federal-Mogul Holdings LLC | v178258_ex10-4.htm |
| EX-99.1 - Federal-Mogul Holdings LLC | v178258_ex99-1.htm |
| EX-10.2 - Federal-Mogul Holdings LLC | v178258_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): March 18, 2010
Federal-Mogul
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-52986
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20-8350090
|
||
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S. Employer
Identification
No.)
|
|
26555
Northwestern Highway,
Southfield, Michigan
|
48033
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(248)
354-7700
(Registrant’s
telephone number, including area code)
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. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
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.
|
On March 18, 2010, the Company entered
into three agreements with its President and CEO, José Maria Alapont pursuant to
which Mr. Alapont agreed to remain as President and CEO of the Company through
March 23, 2013. The agreements are effective as of March 23, 2010 and
amend and restate certain existing agreements between Mr. Alapont and the
Company. Mr. Alapont will also continue as a member of the Company’s
Board of Directors.
Mr. Alapont and the Company entered
into the Second Amended and Restated Employment Agreement dated as of March 23,
2010 (the “SAREA”) which amends and restates the Amended and Restated Employment
Agreement dated as of December 31, 2008. Under the SAREA, Mr. Alapont
has agreed to serve as President and CEO of the Company for a three-year period
ending March 23, 2013 (the “Extended Term”) at a salary of $1.5 million per
annum and with an annual cash bonus not to exceed $1.5 million per
annum. The SAREA provides for payments under certain benefit plans
and fringe benefits to Mr. Alapont in any calendar year in an aggregate dollar
amount not greater than 125% of the aggregate 2009 dollar amount of payments
under such benefit plans and fringe benefits.
As of March 23, 2010, Mr. Alapont has
fully qualified for 20 years of service credit under the KEY Executive Pension
Plan (the “KEY Plan”), and accordingly no further years of service credit
may be earned under the Key Plan and he may retire from the Company and receive
benefits under this plan at any time. Pursuant to the SAREA, the
Company and Mr. Alapont agreed that for purposes of determining “Final Average
Compensation” (as such term is defined in the KEY Plan) the period for
determining the three consecutive years in which Mr. Alapont earned the highest
compensation will be the five year period ending March 23, 2010.
In connection with the SAREA, the
Company and Mr. Alapont agreed to restate the Stock Option Agreement dated
February 15, 2008 (the “Stock Option Agreement”) between the Company and Mr.
Alapont in respect of options to purchase four million shares of Common Stock of
the Company under the Stock Option Agreement (the “Option”) and did so by
entering into a Restated Stock Option Agreement dated as of March 23, 2010 (the
“Restated Option Agreement”). The Option has fully vested as of March
23, 2010 and is fully exercisable in accordance with the terms of the Restated
Option Agreement as of such date. The Stock Option Agreement provided
that in no event would the Option be exercised after December 27, 2014. Under
the Restated Stock Option Agreement if, on any date prior to
December 27, 2014, Mr. Alapont is no longer employed by the Company for any
reason whatsoever (the date on which such event occurs being the “Relevant
Date”), then the Option shall be exercisable by Mr. Alapont until and including
the earlier of (i) the date which is the 90th day after the Relevant Date, and
(ii) December 27, 2014.
The Company has agreed in the Restated
Option Agreement to register under the Securities Act of 1933, as amended, the
shares of Common Stock subject to the Option as promptly as practicable
following March 23, 2010, but not later than 30 days following the date of the
Company’s 2010 annual meeting of stockholders, by filing a Form S-8 registration
statement in respect such shares of Common Stock. The Restated Option
Agreement also provides that the Company, acting through the Compensation
Committee of the Board of Directors (the “Committee”), has the right in
connection with any exercise of the Option, to cash out all or part of the
portion of the shares of Common Stock for which the Option is being
exercised by paying Mr. Alapont an amount in cash equal to the excess of the
fair market value of the Common Stock, determined as of the date of exercise of
the Option, over the option exercise price times the number of shares of Common
Stock for which the Option is being exercised on such exercise date (“Cash Out
Right”). If the Committee does not exercise in whole the Cash Out
Right within one business day of receipt of notice of exercise of the Option,
then the Option (or portion thereof) shall have been exercised in the amount and
manner specified in such notice.
1
The Company and Mr. Alapont also
amended and restated the Amended and Restated Deferred Compensation dated as of
December 31, 2008 to reflect the Extended Term of Mr. Alapont’s employment by
entering into the Second Amended and Restated Deferred Compensation Agreement
dated as of March 23, 2010.
The foregoing descriptions of the
SAREA, the KEY Plan, the Restated Option Agreement and the Second Amended and
Restated Deferred Compensation Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of such agreements and
are incorporated herein by reference as Exhibits 10.1, 10.2, 10.3, and
10.4.
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Item 8.01
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Other
Event
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On March
18, 2010, the Company issued a press release with respect to the extension of
Mr. Alapont’s employment, a copy of which is attached hereto.
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Item 9.01.
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Financial Statements
and Exhibits.
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Exhibit No.
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Description
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10.1
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Second
Amended and Restated Employment Agreement by and between the Company and
José Maria Alapont dated as of March 23, 2010. *
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10.2
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KEY
Executive Pension Plan for José Maria Alapont amended and restated
January1, 2009. *
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10.3
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Restated
Stock Option Agreement dated as of March 23, 2010 by and between the
Company and José Maria Alapont. *
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10.4
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Second
Amended and Restated Deferred Compensation Agreement by and between the
Company and José Maria Alapont dated as of March 23, 2010.
*
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99.1
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Press
Release issued March 18, 2010.
*
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* Filed
herewith
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Federal-Mogul
Corporation
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|||
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(Registrant)
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|||
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Date:
March 24, 2010
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/s/
Robert L. Katz
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||
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By:
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Robert
L. Katz
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Senior
Vice President, General Counsel and
Secretary
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
|
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10.1
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Second
Amended and Restated Employment Agreement by and between the Company and
José Maria Alapont dated as of March 23, 2010. *
|
|
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10.2
10.3
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KEY
Executive Pension Plan for José Maria Alapont amended and restated
January1, 2009. *
Restated
Stock Option Agreement dated March 23, 2010 by and between the Company and
José Maria Alapont. *
|
|
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10.4
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Second
Amended and Restated Deferred Compensation Agreement by and between the
Company and José Maria Alapont dated as of March 23, 2010.
*
|
|
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99.1
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Press
Release issued March 18, 2010.
*
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* Filed
herewith
4