Business Context and Reporting Period
This Form 8-K Current Report was filed by Apogee Enterprises, Inc. on January 2, 2008. The report discloses the execution of new Change in Control Severance Agreements (2008 CIC Severance Agreements) with specific executive officers, approved by the Compensation Committee and Board of Directors in December 2007.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The primary material change is the implementation of updated severance agreements for executive officers effective January 2, 2008. These agreements replace prior arrangements and are designed to comply with Section 409A of the Internal Revenue Code. The agreements automatically extend for one-year terms unless terminated by the company.
Management Commentary and Contingencies
The 2008 CIC Severance Agreements provide specific benefits if an executive officer is terminated without "cause" or voluntarily terminates for "good reason" within two years following a change in control. Benefits include:
- Severance payments equal to one or two times the executive's annual salary plus targeted annual bonus.
- Immediate vesting of all unvested options and restricted stock awards.
- Immediate vesting and payment of unvested Pool B shares under the Partnership Plan.
- Payment of excise taxes and income taxes on excise tax payments.
- Continuation of medical and certain other benefits for two years post-change in control.
The specific multipliers applied to the named executive officers are as follows:
| Name | Title | Multiplier |
|---|---|---|
| Russell Huffer | Chairman, President and CEO | Two times |
| James S. Porter | Chief Financial Officer | Two times |
| Patricia A. Beithon | General Counsel and Secretary | Two times |
| Gary R. Johnson | Vice President and Treasurer | One times |
Investor Verification Checklist
- Review Exhibit 10.1 for the complete legal terms of the 2008 CIC Severance Agreement.
- Verify the specific definitions of "change in control," "cause," and "good reason" within the agreement text.
- Assess the potential financial impact of immediate vesting of options and Pool B shares in a hypothetical change in control scenario.
- Confirm the automatic extension mechanism and the notice period required for termination of these agreements.