Attached files
| file | filename |
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| EX-10.1 - RBC Bearings INC | v182044_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
Date of
report: April 26, 2010
(Date of earliest event reported: April 22,
2010)
RBC
BEARINGS INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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333-124824
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95-4372080
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
One
Tribology Center
Oxford,
CT 06478
(Address
of principal executive offices) (Zip Code)
(203)
267-7001
(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
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))
Page
1
On April
22, 2010 the Company entered into a new Employment Agreement with Dr. Michael J.
Hartnett, effective April 4, 2010, pursuant to which Dr. Hartnett will
continue to be employed as President, Chief Executive Officer and Chairman of
the Board of Directors of the Company.
The new
Employment Agreement replaces the current Employment Agreement, dated as of July
1, 2005, between the Company and Dr. Michael J. Hartnett, filed as Exhibit 10.19
to Amendment No. 4 to the Company’s Registration Statement dated August 8, 2005
and described therein. A copy of the new Employment Agreement is filed as
Exhibit 10.1 and incorporated herein by reference.
Dr. Hartnett's
new Employment Agreement has a two year initial term with automatic annual
renewals thereafter, is substantially similar to his current Employment
Agreement and provides for:
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·
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The
continuation of his current base salary and annual performance bonus
formula based on the Company’s performance in relation to an approved
operating plan both as previously disclosed by the
Registrant.
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·
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A
retention payment and restricted stock grant upon signing as described in
the Employment Agreement.
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·
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An
amended change in control provision consistent with those provisions
previously approved for other Executive Officers of the Company generally
providing for a payment equal to 2.5 times his annual base salary plus 2.5
times his target bonus in the event that his employment is terminated
without cause following a change in control of the
Company.
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The
foregoing description of Dr. Hartnett’s employment terms does not
purport to be complete and is subject to, and qualified in its entirety by,
prior related disclosures by Registrant and reference to the provisions of the
Employment Agreement attached as Exhibit 10.1 to this Current Report on
Form 8-K.
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Item 5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Item 9.01
Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, effective April 4, 2010, between the Registrant and
Dr. Hartnett.
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SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Date:
April 26, 2010
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RBC
BEARINGS INCORPORATED
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By:
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/s/
Thomas J. Williams
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Name:
Thomas J. Williams
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Title:
General Counsel & Secretary
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