form_8-k.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): October 31, 2007 (October 30,
2007)
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FORWARD
AIR CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Tennessee
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000-22490
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62-1120025
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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430
Airport Road
Greeneville,
Tennessee
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37745
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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: (423) 636-7000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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:
SECTION
5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item
5.02(e). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 30, 2007, Forward Air Corporation (the “Company”) contemporaneously
entered into an Employment Agreement and a Restrictive Covenants Agreement
(collectively, “the Employment Agreement”) with Bruce A. Campbell, President and
Chief Executive Officer, of the Company. Mr. Campbell also serves as
Chairman of the Company’s Board of Directors. This agreement replaces
a previous employment agreement, which had an initial term ending on the day
before the Company’s 2008 annual meeting.
Certain
key terms of the Employment Agreement are described herein. The
description contained herein is qualified in its entirety by reference to the
actual language of the Employment Agreement, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K (this “Report”). In
the event of any conflict between the language of the description contained
in
this Report and the Employment Agreement itself, the terms of the Employment
Agreement shall govern in all respects.
The
Employment Agreement became effective October 30, 2007 and is for a term ending
at 5:00 p.m. on December 31, 2010. The term automatically extends for
one additional year unless otherwise terminated by the Board of Directors or
Mr.
Campbell upon written notice provided not less than six (6) months prior to
the
expiration of the then expiring term. Under the Employment Agreement,
Mr. Campbell will receive an annual base salary of no less than $400,000 until
January 31, 2008. Effective February 1, 2008, Mr. Campbell will
receive an annual base salary of $500,000. Additionally, under the Employment
Agreement, Mr. Campbell was granted 200,000 stock options under the Company’s
1999 Stock Option and Incentive Plan. These options have a five (5)
year term and will vest equally over a three (3) year period with the first
third of the options vesting on October 30, 2008, the second third of the
options vesting on October 30, 2009 and the final third of the options vesting
on October 30, 2010. Additionally, under the Employment Agreement,
Mr. Campbell will be eligible to receive other long-term incentive awards under
the Company’s 1999 Stock Option and Incentive Plan, or such other plan that the
Company may adopt. Mr. Campbell will be eligible to receive an annual
year-end cash bonus equal to fifty percent (50%) of his base salary upon the
Company’s achievement of the business plan adopted by the Board of Directors for
that year. Mr. Campbell will be eligible to receive a year-end bonus equal
to
one hundred percent (100%) of his base salary upon the Company’s achievement of
certain “Stretch” performance criteria adopted by the Board of Directors for
that year and upon such other criteria that the Board of Directors may
establish. Furthermore, Mr. Campbell is eligible to receive a year-end bonus
upon such other terms as the Board of Directors may establish. The
Employment Agreement provides that Mr. Campbell will be entitled to the same
fringe benefits as are generally available to the Company’s executive
officers.
Under
the
Employment Agreement, the Company may terminate Mr. Campbell at any time with
or
without just cause (as defined in the Employment Agreement). If the
Company should terminate Mr. Campbell without just cause, he would be entitled
to receive (i) his base salary for the longer of one year from the date of
such
termination or the remainder of the then-pending term of the Employment
Agreement, but not to exceed two (2) years; (ii) any unpaid bonus amounts
previously earned; and (iii) continued insurance coverage for one year from
the
date of such termination. Mr. Campbell would not be entitled to any
unearned salary, bonus or other benefits if the Company were to terminate him
for just cause.
Mr.
Campbell also may terminate the Employment Agreement at any time; however,
he
would not be entitled to any unearned salary, bonus or other benefits if he
does
so absent circumstances resulting from a change of control or material change
in
duties (each as defined in the Employment Agreement). In the event of
a change of control or material change in duties, Mr. Campbell would have two
options. Mr. Campbell may resign and receive (i) his base salary for
twelve months following the date of the change of control or material change
in
duties; (ii) a cash bonus equal to the prior year’s year-end cash bonus, plus
any unpaid bonus amounts previously earned; (iii) any other payments due,
including, among others, accrued and unpaid vacation pay; (iv) immediate
acceleration of any unvested stock options; and (v) continued insurance coverage
for one year following the date of the change of control or material change
in
duties. Alternatively, Mr. Campbell could continue to serve as
President and Chief Executive Officer of the Company for the duration of the
term of the Employment Agreement or until he or the Company terminates
it.
The
Employment Agreement also contains non-competition, non-solicitation and
non-disclosure provisions following termination.
The
information in this report and the exhibit hereto may contain “forward-looking
statements,” as defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements other than historical
information or statements of current condition and relate to future events
or
our future financial performance. Some forward-looking statements may be
identified by use of such terms as “believes,” “anticipates,” “intends,”
“plans,” “estimates,” “projects” or “expects.” Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that
may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The following is a list of
factors, among others, that could cause actual results to differ materially
from
those contemplated by the forward-looking statements: economic factors such
as
recessions, inflation, higher interest rates and downturns in customer business
cycles, our inability to maintain our historical growth rate because of a
decreased volume of freight moving through our network or decreased average
revenue per pound of freight moving through our network, increasing competition
and pricing pressure, surplus inventories, loss of a major customer, the
creditworthiness of our customers and their ability to pay for services
rendered, our ability to secure terminal facilities in desirable locations
at
reasonable rates, the inability of our information systems to handle an
increased volume of freight moving through our network, changes in fuel prices,
claims for property damage, personal injuries or workers’ compensation,
employment matters including rising health care costs, enforcement of and
changes in governmental regulations, environmental and tax matters, the handling
of hazardous materials, the availability and compensation of qualified
independent owner-operators and freight handlers needed to serve our
transportation needs and our inability to successfully integrate
acquisitions. As a result of the foregoing, no assurance can be given as
to future financial condition, cash flows or results of
operations. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
SECTION
9. FINANCIAL STATEMENTS AND EXHIBITS.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Employment
Agreement dated October 30, 2007, between Forward Air Corporation
and
Bruce A. Campbell, including Attachment B, Restrictive Covenants
Agreement
entered into contemporaneously with and as part of the Employment
Agreement.
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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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FORWARD
AIR CORPORATION
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Date:
October 30, 2007
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By:
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/s/
Matthew J. Jewell
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Matthew
J. Jewell
Senior
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Employment
Agreement dated October 30, 2007, between Forward Air Corporation
and
Bruce A. Campbell, including Attachment B, Restrictive Covenants
Agreement
entered into contemporaneously with and as part of the Employment
Agreement.
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