Attached files
| file | filename |
|---|---|
| EX-10.1 - EPOCH HOLDING CORP | v206074_ex10-1.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 20, 2010
EPOCH
HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9728
|
20-1938886
|
||
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
||
|
of incorporation)
|
Identification No.)
|
|
640 Fifth Avenue, New York, NY
|
10019
|
|
|
Address of principal executive offices
|
Zip Code
|
Registrant's
telephone number, including area code: (212) 303-7200
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:
¨ 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.
The
Company renewed its employment agreement with William W. Priest, the Company’s
Chief Executive Officer. In connection with such, the Company and Mr. Priest
executed an Amended and Restated Employment Agreement (“Employment Agreement”)
on December 20, 2010 which Employment Agreement shall be effective as of January
1, 2011. The material terms of the Employment Agreement are as
follows:
|
Term:
|
Two
(2) years with automatic two (2) year renewals thereafter. Each of the
Company and Mr. Priest shall have the option not to renew the term of the
Employment Agreement within forty-five (45) days of the end of the term or
renewal term as then in effect.
|
|
|
Base Salary:
|
$375,000
per annum minimum.
|
|
|
Bonus:
|
Mr.
Priest shall be entitled to receive cash and equity bonus compensation in
accordance with the Company’s bonus and incentive compensation plans then
in effect.
|
|
|
Severance Payments:
|
In
the event of a termination by the Company with cause (as defined in the
Employment Agreement), Mr. Priest would be entitled to receive any unpaid
base salary, any accrued but unused vacation pay and any unpaid bonus, in
each case through the date of termination.
|
|
|
In
the event of a termination by the Company without cause or by Mr. Priest
for good reason (each as defined in the Employment Agreement), Mr. Priest
would be entitled to receive (i) any accrued benefits and unpaid bonus,
(ii) a lump sum payment equal to one (1) times Mr. Priest’s annual base
salary plus one (1) times his average bonus; and (iii) the pro rata annual
bonus incentive based upon the twelve (12) month results and performance
of the Company through and including the calendar quarter in which Mr.
Priest was terminated.
|
||
|
In
the event of a voluntary resignation or the death or disability (as
defined in the Employment Agreement) of Mr. Priest, Mr. Priest (or his
estate, as the case may be) would be entitled to receive (i) any accrued
benefits and unpaid bonus, (ii) a lump sum payment equal to the remaining
base salary through the end of the calendar year of termination; and (iii)
the pro rata annual bonus incentive based upon the twelve (12) month
results and performance of the Company through and including the calendar
quarter in which Mr. Priest was terminated.
|
||
|
|
In
the event of a termination by the Company without cause or by Mr. Priest
for good reason, in each case upon a change of control (each as defined in
the Employment Agreement), Mr. Priest would be entitled to receive (i) any
accrued benefits and unpaid bonus, (ii) a lump sum payment equal to two
(2) times Mr. Priest’s annual base salary plus two (2) times his average
bonus; and (iii) the pro rata annual bonus incentive based upon the twelve
(12) month results and performance of the Company through and including
the calendar quarter in which Mr. Priest was
terminated.
|
|
Restrictive Covenants:
|
|
In
addition to the restrictive covenants set forth in the Stockholders
Agreement dated June 2, 2004, Mr. Priest has agreed not to compete or
solicit (each as defined in the Employment Agreement) during the term or
renewal term then in effect. In addition, such non-competition and
non-solicitation periods set forth in the Employment Agreement shall be
extended for an additional one (1) year period after termination of Mr.
Priest by the Company for cause or termination by Mr. Priest without good
reason.
|
The
foregoing description of the Employment Agreement is not complete and is
qualified in its entirety by reference to the Employment Agreement, a copy of
which is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
|
10.1
|
Amended
and Restated Employment Agreement by and between Epoch Holding Corporation
and William W. Priest, dated as of December 20, 2010 and effective as of
January 1, 2011.
|
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 thereunto
duly authorized.
|
EPOCH
HOLDING CORPORATION
|
||
|
By:
|
/s/ Adam
Borak
|
|
|
Name:
Adam Borak
Title:
Chief Financial Officer
|
||
Date:
December 20, 2010