UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 26, 2006
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P.A.M. TRANSPORTATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15057 71-0633135
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
297 WEST HENRI DI TONTI BLVD., TONTITOWN, ARKANSAS 72770
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (479)-361-9111
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 (see General Instruction A.2. below):
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Employment Agreement with Robert W. Weaver
On July 26, 2006, P.A.M. Transportation Service, Inc. ("PTSI") entered into
a new employment agreement with its President and Chief Executive Officer,
Robert W. Weaver, that is dated as of July 10, 2006. The employment agreement
replaces PTSI's prior employment agreement with Mr. Weaver that covered the
period from July 1, 2004 through June 30, 2006. The new employment agreement
provides Mr. Weaver with an annual base salary of the following amounts for the
designated periods:
PERIOD ANNUAL BASE SALARY
------ ------------------
July 10, 2006 to July 10, 2007 $500,000
July 10, 2007 to July 10, 2008 $500,000
July 10, 2008 to July 10, 2009 $550,000
The employment agreement provides PTSI an option to extend the agreement for two
consecutive years, one additional year at a time, and provides an annual base
salary for Mr. Weaver of $550,000 for the first year of the extension and
$600,000 for the second year.
Under the employment agreement, Mr. Weaver may also participate in bonus
and incentive compensation plans approved from time to time by PTSI's Board of
Directors or Compensation and Stock Option Committee. The employment agreement
provides for payment to Mr. Weaver of compensation for 12 months in the event
that PTSI terminates his employment because of disability, or without just cause
(as defined in the employment agreement). In the event that PTSI terminates Mr.
Weaver's employment for just cause, PTSI is not obligated to make any severance
payments. The employment agreement permits Mr. Weaver to terminate his
employment relationship with PTSI at any time on three months prior notice. The
employment agreement precludes Mr. Weaver from competing with, or soliciting or
retaining business competitive with the business of PTSI or specified affiliates
for one year after his employment ends with PTSI. Mr. Weaver is also precluded
from soliciting employees to leave employment with PTSI. The employment
agreement contains provisions providing for reimbursement of Mr. Weaver's
reasonable and necessary business expenses that he incurs in the performance of
his duties, and with fringe benefits that are provided to PTSI's employees in
the normal course of business. The employment agreement contains provisions
requiring Mr. Weaver to maintain the confidentiality of PTSI's proprietary
information. A copy of the employment agreement is filed as Exhibit 10.1 to this
report.
Employment Agreement with W. Clif Lawson
On July 26, 2006, PTSI entered into a new employment agreement with its
Executive Vice President and Chief Operating Officer, W. Clif Lawson, dated June
1, 2006. The prior employment agreement between PTSI and Mr. Lawson expired June
2
30, 2005. The new employment agreement provides Mr. Lawson with an annual base
salary of the following amounts for the designated periods:
PERIOD ANNUAL BASE SALARY
------ ------------------
June 1, 2006 to June 1, 2007 $300,000
June 1, 2007 to June 1, 2008 $310,000
June 1, 2008 to June 1, 2009 $335,000
June 1, 2009 to June 1, 2010 $355,000
The employment agreement provides PTSI an option to extend the agreement for one
additional year, and provides an annual base salary for Mr. Lawson of $370,000
for the one year extension.
Under the employment agreement, Mr. Lawson may also participate in bonus
and incentive compensation plans approved from time to time by PTSI's Board of
Directors or Compensation and Stock Option Committee. The employment agreement
provides for payment to Mr. Lawson of compensation for 12 months in the event
that PTSI terminates his employment because of disability, or without just cause
(as defined in the employment agreement). In the event that PTSI terminates Mr.
Lawson's employment for just cause, PTSI is not obligated to make any severance
payments. The employment agreement permits Mr. Lawson to terminate his
employment relationship with PTSI at any time on three months prior notice. The
employment agreement precludes Mr. Lawson from competing with, or soliciting or
retaining business competitive with the business of PTSI or specified affiliates
for one year after his employment ends with PTSI. Mr. Lawson is also precluded
from soliciting employees to leave employment with PTSI. The employment
agreement contains provisions providing for reimbursement of Mr. Lawson's
reasonable and necessary business expenses that he incurs in the performance of
his duties, and with fringe benefits that are provided to PTSI's employees in
the normal course of business. The employment agreement contains provisions
requiring Mr. Lawson to maintain the confidentiality of PTSI's proprietary
information. A copy of the employment agreement is filed as Exhibit 10.2 to this
report.
Employment Agreement with Larry J. Goddard
On July 26, 2006, PTSI entered into a new employment agreement with its
Vice President of Finance, Chief Financial Officer, Secretary and Treasurer,
Larry J. Goddard, dated as of June 1, 2006. The prior employment agreement
between PTSI and Mr. Goddard expired December 31, 2005. The new employment
agreement provides Mr. Goddard with an annual base salary of the following
amounts for the designated periods:
PERIOD ANNUAL BASE SALARY
------ ------------------
June 1, 2006 to June 1, 2007 $225,000
June 1, 2007 to June 1, 2008 $235,000
June 1, 2008 to June 1, 2009 $250,000
June 1, 2009 to June 1, 2010 $265,000
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The employment agreement provides PTSI an option to extend the agreement for one
additional year, and provides an annual base salary for Mr. Goddard of $280,000
for the one year extension.
Under the employment agreement, Mr. Goddard may also participate in bonus
and incentive compensation plans approved from time to time by PTSI's Board of
Directors or Compensation and Stock Option Committee. The employment agreement
provides for payment to Mr. Goddard of compensation for 12 months in the event
that PTSI terminates his employment because of disability, or without just cause
(as defined in the employment agreement). In the event that PTSI terminates Mr.
Goddard's employment for just cause, PTSI is not obligated to make any severance
payments. The employment agreement permits Mr. Goddard to terminate his
employment relationship with PTSI at any time on three months prior notice. The
employment agreement precludes Mr. Goddard from competing with, or soliciting or
retaining business competitive with the business of PTSI or specified affiliates
for one year after his employment ends with PTSI. Mr. Goddard is also precluded
from soliciting employees to leave employment with PTSI. The employment
agreement contains provisions providing for reimbursement of Mr. Goddard's
reasonable and necessary business expenses that he incurs in the performance of
his duties, and with fringe benefits that are provided to PTSI's employees in
the normal course of business. The employment agreement contains provisions
requiring Mr. Goddard to maintain the confidentiality of PTSI's proprietary
information. A copy of the employment agreement is filed as Exhibit 10.3 to this
report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
Number Description
------- -----------
10.1 Employment Agreement dated July 10, 2006 between PTSI and Robert W.
Weaver
10.2 Employment Agreement dated June 1, 2006 between PTSI and W. Clif
Lawson
10.3 Employment Agreement dated June 1, 2006 between PTSI and Larry J.
Goddard
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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.
P.A.M. TRANSPORTATION SERVICES, INC.
By: /S/ ROBERT W. WEAVER
------------------------------------
Robert W. Weaver
President and Chief Executive Officer
Date: July 28, 2006
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Employment Agreement dated July 10, 2006 between PTSI and Robert W.
Weaver
10.2 Employment Agreement dated June 1, 2006 between PTSI and W. Clif
Lawson
10.3 Employment Agreement dated June 1, 2006 between PTSI and Larry J.
Goddard
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