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EX-10.1 - EXHIBIT 10.1 - ASSOCIATED MATERIALS, LLC | c20866exv10w1.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): August 1, 2011
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. |
(c) Appointment of Officer
On August 1, 2011, Robert Gaydos, 47 years old, was appointed Senior Vice President,
Operations for the Company. Mr. Gaydos has over 20 years of operations and manufacturing
experience, including 7 years serving in a senior management capacity. Most recently, Mr. Gaydos
was the SVP Global Operations Orthopaedics Division and CT/Biologics Division from August 2008
and previously the VP, Global Operations Reconstructive Division from September 2004 to August
2008, of Smith & Nephew, Inc., a global medical technology business.
Employment Agreement
On August 1, 2011, the Company entered into an Employment Agreement (the Employment
Agreement) with Mr. Gaydos, pursuant to which he agreed to serve as the Companys Senior Vice
President, Operations. The initial term of his employment agreement is three years.
Pursuant to the Employment Agreement, Mr. Gaydos will receive an annual base salary of
$325,000, a signing bonus of $125,000 and will have a target annual bonus opportunity equal to 60%
of his base salary. The Company will reimburse Mr. Gaydos for
certain amounts in connection with
his relocation to the Northeast Ohio area and related travel.
If Mr. Gaydos employment is terminated by the Company without cause, he will receive (A) any
accrued obligations, (B) an amount equal to his base salary payable in 12 equal monthly
installments in accordance with the Companys payroll procedures over the twelve-month period
following such termination of employment, (C) a pro-rated portion of his annual target bonus and
(D) continued medical and dental benefits for twelve months. The severance benefits are subject to
Mr. Gaydos execution of a general release in favor of the Company and its affiliates and Mr.
Gaydos continued compliance with the restrictive covenants in the Employment Agreement, and are
capped to the extent such benefits would not be fully deductible by the Company for federal income
tax purposes under Section 280G or would give rise to a related excise tax on Mr. Gaydos.
Pursuant to the Employment Agreement, Mr. Gaydos will be subject to restrictions on
competition and interference during his employment with the Company and for a period of two years
thereafter. The Employment Agreement also contains standard confidentiality, invention assignment
and non-disparagement covenants.
Option Agreements
On August 1, 2011, AMH Investment Holdings Corp. (formerly known as Carey Investment Holdings
Corp.) (Parent) entered into a stock option agreement for time-based vesting options (the Time Option Agreement) and a stock option agreement for
performance-based vesting options (the Performance Option Agreement) with Mr. Gaydos pursuant to
which he was granted nonqualified stock options to purchase shares of Parents common stock, par
value $0.01 per share (Parent Common Stock), pursuant to Parents 2010 Stock Incentive Plan. The
time-based vesting options are subject to time-based vesting over a five-year period, and the
performance-based vesting options are subject to performance-based vesting conditions, based on
annual adjusted EBITDA goals over a five-year period. All of the performance-based vesting options
and a portion of the time-based vesting options have an exercise price equal to the grant date fair
market value of the underlying shares of Parent Common Stock; a portion of the time-based vesting
options has an exercise price equal to two times the grant date fair market value of such stock;
and the remaining portion of the time-based vesting options has an exercise price equal to three
times the grant date fair market value of such stock. The shares of Parent Common Stock (shares)
acquired upon the exercise of such stock options are subject to both transfer restrictions and
repurchase rights following a termination of employment. The stock options expire on the tenth
anniversary of the date of grant. Mr. Gaydos was granted an option to purchase 240,000 shares
pursuant to the Time Option Agreement and 160,000 shares pursuant to the Performance Option
Agreement. In connection with any exercise of Mr. Gaydos options, he will be required to become
party to the Companys stockholders agreement, the terms of which have previously been disclosed.
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: August 3, 2011 | By: | /s/ Stephen E. Graham | ||
Stephen E. Graham | ||||
Vice President Chief Financial Officer and Secretary |
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description of Document | |||
10.1 | Employment Agreement, dated as of August 1, 2011, by
and between Associated Materials, LLC and Robert C.
Gaydos. |