Attached files
| file | filename |
|---|---|
| EX-99.1 - COOPER TIRE & RUBBER CO | v206802_ex99-1.htm |
| EX-10.1 - COOPER TIRE & RUBBER CO | v206802_ex10-1.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): December 29,
2010
COOPER
TIRE & RUBBER COMPANY
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-04329
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344297750
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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701 Lima Avenue, Findlay,
Ohio
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45840
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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: (419)
423-1321
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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On
December 29, 2010, Cooper Tire & Rubber Company (the “Company”)
appointed Christopher E. Ostrander, age 42, as a Vice President of the Company
to serve as President—North America Tire Operations. An employee of
Eaton Corporation, a diversified industrial manufacturer (“Eaton”), since 2004,
Mr. Ostrander has served as Vice President—Torque Control Products Division
since 2008, having previously been the manager of various business units for
Eaton.
In
connection with his appointment, Mr. Ostrander executed an Offer Letter (the
“Offer Letter”). Under the terms of the Offer Letter, Mr. Ostrander will
serve as an at-will employee, subject to termination at any time by him or the
Company, with or without notice, and he will receive the following compensation
and benefits in exchange for his employment:
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·
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A
base salary of $380,000 per year;
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·
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The
opportunity to participate in the Company’s annual incentive plan, with a
target award opportunity of
$228,000;
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·
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The
opportunity to participate in the Company’s Long-Term Incentive Plan, with
a target award opportunity of
$570,000;
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·
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The
opportunity to receive 70,000 restricted stock units, which will vest 25%
per year for four years following the date of
grant;
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·
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A
sign-on bonus of $100,000;
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·
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The
opportunity to participate in the Company’s executive perquisite program
for 2011, which currently provides an annual allowance for a physical
examination and financial planning and tax preparation
services;
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·
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Health
benefits, including medical, prescription drug, dental, vision, and long
term disability insurance, the opportunity to participate in dependent
care spending accounts and a health savings account, and employee and
dependent life insurance and accidental death and dismemberment
insurance;
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·
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The
opportunity to participate in an investment saving plan, with a Company
match, and a profit sharing
opportunity;
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·
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The
opportunity to participate in the Company’s Change-In-Control Severance
Pay Plan;
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·
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Relocation
benefits, which are subject to 100% repayment if Mr. Ostrander voluntarily
terminates his employment for any reason within one year and 50% repayment
if Mr. Ostrander voluntarily terminates his employment for any reason
within 2 years; and
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|
·
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Other
benefits, including paid vacation, paid holidays and fitness center
membership.
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In the
event the Company terminates Mr. Ostrander’s employment during the first two
years of his employment for any reason other than for cause (as defined in the
Company’s Change-In-Control Severance Pay Plan), he will receive:
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·
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A
severance payment equal to six months base
salary;
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·
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A
prorated bonus equal to the amount that would have been received had
performance targets been met, payable at the date of normal
distribution;
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·
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Accelerated
vesting of his grant of 70,000 restricted stock units at a rate of 35,000
restricted stock units if such termination occurs during the first year of
his employment and 70,000 restricted stock units if such termination
occurs during the second year of his employment;
and
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·
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Nullification
of any repayment of Mr. Ostrander’s relocation
reimbursement.
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Mr.
Ostrander also agreed not to compete with the Company for two years following
his termination of employment. In addition, the Offer Letter includes
a non-solicitation covenant for five years following his termination of
employment and a non-disparagement covenant for the term of employment and
thereafter.
A copy of
the Offer Letter is attached as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference. The description of the Offer Letter is
qualified in its entirety by the full text of the exhibit.
Item 8.01. Other Events.
On
December 30, 2010, the Company issued a press release announcing the appointment
of Christopher E. Ostrander. A copy of this press release is attached
as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
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Number
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Exhibit Description
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10.1
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Offer
Letter executed by Chris E. Ostrander on December 20, 2010
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99.1
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Press
Release dated December 30,
2010
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SIGNATURES
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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COOPER
TIRE & RUBBER COMPANY
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By:
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/s/
Jack Jay McCracken
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Name:
Jack Jay McCracken
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Title:
Assistant Secretary
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Date: December
30, 2010
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Exhibit
Index
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Exhibit
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Number
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Exhibit Description
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10.1
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Offer
Letter executed by Chris E. Ostrander on December 20,
2010
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99.1
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Press
Release dated December 30,
2010
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