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
FEBRUARY 1, 2010
DATE OF REPORT
(Date of Earliest Event Reported)
RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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| South Dakota
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001-07982
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46-0246171 |
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(Commission File No.)
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(IRS Employer Identification No.) |
205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107
(Address of principal executive offices)
(605) 336-2750
(Registrant’s telephone number including area code)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On February 1, 2010, Raven Industries, Inc. (the “Company”) entered into a new Employment
Agreement and Change in Control Agreement (the “Agreements”) with Matthew T. Burkhart. Mr.
Burkhart was named Division Vice President and General Manager — Applied Technology Division by
the Raven Board of Directors, effective February 1, 2010.
The Agreements equalized Mr. Burkhart’s post retirement and Change In Control benefits with
the other Division Vice Presidents of the Company.
The Employment Agreement provides for supplemental health care benefits that continue when Mr.
Burkhart retires, provided that the sum of his age and tenure with the Company exceeds 80.
The Change in Control Agreement entitles the employee to certain payments and benefits if (1)
there is a Change in Control, and (2) within two years thereafter the Company terminates the
employee’s employment without Cause (as defined in the Change in Control Agreement), except in the
case of the employee’s death, or there is a Constructive Termination (certain adverse changes in
the employee’s status or compensation). In this event, provided the employee signs a general
release of legal claims and covenant not to sue, the employee is entitled to the following payments
and benefits:
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(1) |
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a lump sum payment of accrued base salary and other amounts accrued as of the
date of termination, including accrued vacation time; |
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(2) |
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a lump sum payment, paid six months following the date of termination, equal to
the product of (A) the sum of (i) the employee’s annual base salary then in effect and
(ii) 60% of the maximum target or goal amount under the Management Incentive Plan for
the year in which the date of termination occurs and (B) a multiple of 1.0; and |
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(2) |
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the employee will be vested under the applicable retirement benefits provided
that the benefits (A) will not become payable until the employee reaches age 65 (unless
the benefits are payable at the employee’s age at that time under the terms of the
policy), and (B) will not be provided to the extent such benefits are provided by
another employer at no cost to the employee. |
“Change in Control” is defined in the Change in Control Agreement to include (a) the
acquisition by any person, entity or group of beneficial ownership of 25% or more of the then
outstanding shares of the Company’s common stock; (b) certain changes in a majority of the
members of the Board of Directors of the Company, or (c) approval by the shareholders of the
Company of a reorganization, merger or consolidation (with certain exceptions), or of a
liquidation, dissolution or sale of all or substantially all of the assets of the Company.
The Change in Control Agreement does not affect or reduce any benefit to which the employee is
otherwise entitled under the employee’s Employment Agreement, the 2000 Stock Plan or any other
plan, agreement or policy of or with the Company. The term of the Change in Control Agreement is
one year from the date of the original Agreement, with automatic one year extensions unless the
Company terminates the Change in Control Agreement at least sixty days prior to any anniversary.
The Change in Control Agreement will continue in effect beyond its term if a Change in Control has
occurred during the term.
Item 9.01. Financial Statements and Exhibits
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Description |
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Exhibits |
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10.1 |
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Employment Agreement dated February 1, 2010 between Raven Industries, Inc. and Matthew T. Burkhart. |
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10.2 |
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Schedule A to Employment Agreement between Raven Industries, Inc. and Matthew T. Burkhart. |
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10.3 |
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Change in Control Agreement dated February 1, 2010 between Raven Industries, Inc. and Matthew T. Burkhart. |