Michael Baker Corporation 8-K
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
Date of report (Date of earliest event reported) June 17, 2008
MICHAEL BAKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
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1-6627
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25-0927646 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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100 Airside Drive
Moon Township, Pennsylvania
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15108 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(412) 269-6300
(Registrants Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
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.
On June 17, 2008 (the Commencement Date), Michael Baker Corporation (the Company) entered
into an Employment Agreement (the Agreement) with Mr. Bradley L. Mallory, the Companys President
and Chief Executive Officer. Pursuant to the Agreement, Mr. Mallory will receive a salary of
$430,000 per year (the Base Salary), subject to upward adjustment based upon an annual limited
cost-of-living increase, and additional amounts determined by the Board from time to time. Mr.
Mallory will also be eligible for incentive bonuses in amounts the Board determines to be
appropriate, subject to achievement of performance criteria in excess of established targets.
On the Commencement Date, the Company granted to Mr. Mallory stock appreciation rights
(SARs) relating to 40,000 shares of the Companys common stock. Contingent upon Mr. Mallorys
continued employment with the Company as President and Chief Executive Officer, the SARs will vest
on established dates over a 36 month period and he will receive a payment on the 36th
month anniversary of the Commencement Date equal to the increase in the fair market value of the
Companys common stock from the Commencement Date to the payment date, subject to a maximum payment
limitation of $860,000.
In the event that Mr. Mallorys employment as the Companys President and Chief Executive
Officer is terminated prior to the 36th month anniversary of the Commencement Date, all
of the SARs, whether vested or unvested, will be forfeited, except that Mr. Mallory will receive a
limited payment if his employment is terminated by the Company without Cause between the
24th and 36th month anniversaries of the Commencement Date. Payments for
SARs are expressly conditioned upon the Companys accurate financial reporting and the Agreement
provides for forfeiture and repayment obligations under certain circumstances.
If Mr. Mallory is terminated by the Company without Cause, he will receive a severance
payment equal to two times his Base Salary in the case of a termination occurring before the
24th month anniversary of the Commencement Date, or one times his Base Salary in the
case of a termination occurring on or after the 24th month anniversary of the
Commencement Date and on or before the 36th month anniversary of the Commencement Date.
Mr. Mallory will not be entitled to any severance or similar payments based upon a termination of
employment on or after the 36th month anniversary of the Commencement Date. Termination
for Cause includes conduct contributing to, or any failure to correct deficiencies directly or
indirectly resulting in, financial restatements or irregularities.
A copy of the Agreement has been attached hereto as Exhibit 10.1 and is incorporated herein by
reference. The foregoing description of the Agreement is qualified in its entirety by reference to
Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this report on Form 8-K:
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Exhibit No.
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Description |
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10.1
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Employment Agreement dated June 17, 2008 between Michael Baker
Corporation and Bradley L. Mallory. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MICHAEL BAKER CORPORATION |
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By:
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/s/ H. James McKnight |
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H. James McKnight
Senior Vice President, General
Counsel and Secretary |
Date: June 17, 2008
EXHIBIT INDEX
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Number
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Description
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Method of Filing |
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10.1
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Employment Agreement dated June 17, 2008
between Michael Baker Corporation and Bradley
L. Mallory.
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Filed herewith. |