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EX-10.1 - EXHIBIT 10.1 - AMCOL INTERNATIONAL CORPexh10_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): February 8, 2011
_______________

AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
State of Other Jurisdiction
of Incorporation
1-14447
Commission File Number
36-0724340
I.R.S. Employer
Identification Number

2870 Forbs Avenue
Hoffman Estates, IL 60192
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

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:
     
[  ]
 
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.
 
On February 8, 2011, the Compensation Committee (the “Committee”) of AMCOL International Corporation (“AMCOL”) authorized awards of performance-based restricted stock (“RSAs”) and stock options to AMCOL’s executive officers under AMCOL’s 2010 Long-Term Incentive Plan.  A description of the material terms and conditions of these awards is set forth below.  These descriptions are qualified by reference to the full text of the Performance Based Restricted Stock Form Award Agreement attached hereto as Exhibit 10.1 and the Form of Option Award Agreement filed as Exhibit 10.3 to AMCOL’s Current Report on Form 8-K filed on May 7, 2010.
 
Performance-Based Restricted Stock Awards
 
Set forth below is a table outlining the number of RSAs awarded to our executive officers.  The number of RSAs that will vest depends on AMCOL’s return on capital employed in fiscal 2011, 2012 and 2013.  In addition, for Mr. Pearson, the number of RSAs that will vest depends on the cost of capital in fiscal 2011, 2012 and 2013.  In the event of a Change of Control, all unvested RSAs will immediately vest.  Dividends will not be paid on the RSAs until the shares have vested.  At such time as the RSA vests, the executive is entitled to a payment based on the dividends declared during the restricted period and the number of shares earned.
 
Name and Position
 
Number of RSAs
Ryan F. McKendrick
President and Chief Executive Officer
 
20,000
Donald W. Pearson
Chief Financial Officer,
Vice President
 
25,000
Gary L. Castagna
Senior Vice President and President of  Global Minerals and Materials
 
10,000
Michael R. Johnson
Vice President and President of CETCO Oilfield Services
 
10,000
Robert J. Trauger
Vice President and President of CETCO
 
10,000

 
Stock Option Awards
 
Set forth below is a table outlining the number of options awarded to our executive officers.  These options have a ten-year term and will vest 33.3% each year over a three-year period.  Once vested, the options are exercisable at $30.66, the closing price of our common stock on the award date.
 
Name and Position
 
Number of Options
Ryan F. McKendrick
President and Chief Executive Officer
 
30,000
Donald W. Pearson
Chief Financial Officer,
 
15,000
Vice President
   
Gary L. Castagna
Senior Vice President and President of  Global Minerals and Materials
 
15,000
Michael R. Johnson
Vice President and President of CETCO Oilfield Services
 
10,000
Robert J. Trauger
Vice President and President of CETCO
 
10,000

 
 
Item 9.01                      Financial Statements and Exhibits.
 
(d)           Exhibits.
 
10.1         Performance Based Restricted Stock Form Award Agreement
 
 
 

 
 
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 hereunto duly authorized.
 
   
AMCOL INTERNATIONAL CORPORATION
 
 
Date:
February 14, 2011
 
By:
/s/ Donald W. Pearson
     
Donald W. Pearson
     
Vice President and Chief Financial Officer

 
 

 
 
INDEX TO EXHIBITS
 
Exhibit No.
 
Description of Exhibit
 
Performance Based Restricted Stock Form Award Agreement