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EX-10.1 - EXHIBIT 10.1 - ASSOCIATED MATERIALS, LLC | c99338exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2010
ASSOCIATED MATERIALS, LLC
(Exact name of registrant as specified in its charter)
Delaware | 000-24956 | 75-1872487 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3773 State Road Cuyahoga Falls, Ohio |
44223 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (330) 929-1811
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 April 15, 2010, Associated Materials, LLC (the Company) amended its employment agreement with
Mr. Thomas Chieffe, President and Chief Executive Officer. The material terms of Mr. Chieffes
employment agreement are summarized below.
With respect to Mr. Chieffes amended employment agreement, the initial term of the employment
agreement is two years beginning on April 1, 2010 and will be automatically extended for one year
thereafter unless the Company gives Mr. Chieffe notice not to extend the employment agreement. The
employment agreement provides for a base salary effective April 1, 2010 of $600,000 per year and
allows Mr. Chieffe to be eligible to earn an annual incentive bonus calculated as a specified
percentage of his base salary contingent upon the achievement of defined EBITDA hurdles with
respect to each calendar year. Mr. Chieffes base salary shall increase to $625,000 effective April
1, 2011 and further increase to $650,000 effective April 1, 2012. The employment agreement extends
the annual special retention incentive bonus, which is payable in four equal installments of
$500,000 annually on October 1, 2010 through October 1, 2013. The payment of the special retention
incentive bonus shall cease if Mr. Chieffes employment has been terminated by the Company for
cause or in the event Mr. Chieffe voluntarily resigns. The employment agreement provides Mr.
Chieffe the right to participate in stock option plans established by AMH Holdings II, Inc. (AMH
II), the Companys indirect parent company.
The employment agreement provides that if Mr. Chieffes employment is involuntarily terminated by
the Company without cause, he will be entitled to the following severance compensation: (1)
severance equal to his base salary immediately prior to the date of termination of his employment
for 24 months, (2) continued medical and dental benefits consistent with the terms in effect for
active employees of the Company for 24 months, subject to reduction to the extent comparable
benefits are actually received by Mr. Chieffe from another employer during this period, and (3) a
pro rata portion of any annual incentive bonus payable for the year of termination. The employment
agreement also provides that if Mr. Chieffes employment is involuntarily terminated by the Company
without cause or if Mr. Chieffe elects to resign upon the occurrence of certain specified events,
in each case, within two years following a change in control, Mr. Chieffe will be entitled to the
following severance compensation and benefits: (1) two times Mr. Chieffes base salary, (2) two
times Mr. Chieffes annual incentive pay (equal to the highest amount of incentive pay earned in
any year during the preceding three years), (3) if the termination occurs after June 30 in any
year, a prorated portion of his annual incentive pay for that calendar year, (4) for a period of 24
months, medical and dental insurance benefits consistent with the terms in effect for active
employees of the Company during this period, subject to reduction to the extent comparable benefits
are actually received by Mr. Chieffe from another employer during this period, and (5) the cost of
employee outplacement services equal to $30,000. The employment agreement includes non-competition,
non-solicitation, confidentiality and other restrictive covenants.
A copy of the employment agreements are attached as exhibits hereto and incorporated by reference
herein.
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Item 9.01 Financial Statements and Exhibits
Exhibit Number | Description of Document | |
10.1
|
Amended and Restated Employment Agreement, dated as of April 15, 2010 by and between Associated Materials, LLC and Thomas Chieffe. |
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SIGNATURE
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 hereunto duly authorized.
ASSOCIATED MATERIALS, LLC |
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DATE: April 16, 2010 | By: | /s/ Stephen E. Graham | ||
Stephen E. Graham | ||||
Vice President Chief Financial Officer, Treasurer and Secretary |
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