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
 
 
August 25, 2015
 
Date of Report
(Date of Earliest Event Reported)
 
 
 
 

RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
South Dakota
001-07982
46-0246171
(State or other jurisdiction of incorporation)
(Commission File Number)
(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:

¨      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 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 25, 2015, the Company entered into amended employment agreements (the “Amended Employment Agreements”) with the following senior executive officers: Lon Stroschein, Brian Meyer, Janet Matthiesen, Stephanie Herseth Sandlin and Steven Brazones. The Amended Employment Agreements eliminate the retiree medical program providing postretirement medical benefits to these individuals if their years of employment and age added together exceeded 80. Under this program, the retired executive was entitled to be reimbursed for health expenditures up to a percentage (which was 3.5% for the executive officers named above) of the executive’s highest salary and bonus over the last five years of employment. Retirement benefits were to continue until the last to die of the executive or spouse. In the event of an executive’s death, the benefits available to the surviving spouse were limited to vested retirement benefits. In consideration of entering into the Amended Employment Agreements, such current senior executive officers have received lump sum payments in amounts ranging from $7,500 to $15,000, determined by each officer’s years of service to the Company.

The employment agreements for the Company’s current senior executive officers that either already qualify for retirement or have given twenty or more years of service to the Company will not be amended. However, arrangements with future senior executive officers will be reflected on the Amended Employment Agreement form.

The foregoing summary description of the terms and conditions of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the copies of the form of Amended Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits
Exhibit
No.
 
Description
(d)
 
Exhibits
 
 
 
10.1
 
Form of Raven Industries, Inc. Employment Agreement, as amended August 25, 2015
 
 
 
10.2
 
Form of Schedule A to Raven Industries, Inc. Employment Agreement, as amended August 25, 2015
 
 
 




SIGNATURE

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.


Dated: August 31, 2015
    
RAVEN INDUSTRIES, INC.
/s/ Stephanie Herseth Sandlin
Stephanie Herseth Sandlin
General Counsel and Vice President of Corporate Development, Secretary
 








EXHIBIT INDEX
 
Exhibit
No.
 
Description
10.1
 
Form of Raven Industries, Inc. Employment Agreement, as amended August 25, 2015
10.2
 
Form of Schedule A to Raven Industries, Inc. Employment Agreement, as amended August 25, 2015
 
 
 




Exhibit 10.1




RAVEN INDUSTRIES, INC.

EMPLOYMENT AGREEMENT FOR

SENIOR MANAGEMENT


AGREEMENT dated as of August 25, 2015, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the "Company"), and _________________________ (the "Executive").

WITNESSETH:

WHEREAS , the Board of Directors of the Company (the "Board") recognizes that Executive's contribution to the growth and success of the Company and its subsidiaries has been or will be substantial; and

WHEREAS , the Board has determined that it is appropriate to memorialize in writing the terms and conditions of Executive’s employment and Executive’s entitlement to certain benefits upon retirement;

NOW THEREFORE , in consideration of the mutual covenants and conditions herein contained and in further consideration of services performed and to be performed by Executive for the Company, the parties agree as follows:

1.      Employment . Executive shall continue in the employ of the Company in an executive capacity, with such duties, powers and authority as are assigned to Executive from time to time by the Board.

2.      Term . This Agreement shall commence on the date first above written and, except as otherwise provided in paragraph 5, shall continue in effect until terminated by either the Company or Executive on 30 days’ advance written notice, either with or without any reason. Except for such 30-day notice requirement, nothing contained in this Agreement shall affect the Company’s ability to terminate Executive’s employment with or without any reason notwithstanding the preceding.

3.      Compensation . As full compensation for services under this Agreement, Executive shall receive such Compensation as determined by the Board, and Executive shall be eligible for such fringe benefits as are provided generally to all Senior Managers of the Company. The fringe benefits provided at the date of this Agreement are listed on Schedule A, attached hereto and made a part hereof. The Company may change or terminate any fringe benefit from time to time while Executive is employed, so long as the change affects all Senior Managers.

4.      Termination For Cause . Notwithstanding paragraph 2, if the Company discharges Executive “For Cause”(as defined below) the Company shall not be required to provide 30 days’ advance written notice of termination. A discharge shall be considered “For Cause” if Executive is terminated from employment for willful misconduct that materially injures or causes a material loss to the Company and a material benefit to Executive or third parties, as for example, by embezzlement, appropriation of corporate opportunity, conversion of tangible or intangible corporate property or the making of agreements with

Exhibit 10.1

third parties in which Executive or anyone related to or associated with the Executive has a direct or indirect interest. The term “For Cause” does not include a termination occasioned by ill-advised good faith judgment or negligence in connection with the Company’s business.

5.      Confidentiality . So long as Executive is employed and thereafter, the Executive may not either directly or indirectly, except in the course of carrying out the business of the Company or as authorized in writing on behalf of the Company, disclose or communicate to any person, individual, firm or corporation, any information of any kind concerning any matters affecting or relating to the business of the Company or any of its subsidiaries, including without limitation, any of the customers, prices, sales, manner of operation, plans, trade secrets, processes, financial or other data of the Company or any of its subsidiaries, without regard to whether any or all of such information would otherwise be deemed confidential or material.

6.      Non-Competition . So long as Executive is employed, the Executive may not engage or participate directly or indirectly, either as principal, agent, employee, employer, consultant, stockholder, director, co-partner, or any other individual or representative capacity, in the conduct or management of, or own any stock or other proprietary interest in, any business that competes with the business of the Company or any subsidiary of the Company unless the Executive has obtained prior written consent of the Board, except that Executive shall be free without such consent to make investments in any publicly-owned company so long as he does not become a controlling party in such company.

7.      No Affect on Other Contractual Rights . The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish Executive’s existing rights, or rights that would accrue solely as a result of the passage of time, under any benefit plan, change in control agreement or other contract, plan or arrangement.

8.      Successors to the Corporation . The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, "Company" means Raven Industries, Inc. and any subsidiary or successor or assign to its business or assets that otherwise becomes bound by the terms and provisions of this Agreement by operation of law. In such event, the Company shall pay or shall cause such employer to pay any amounts owed to Executive pursuant to this Agreement.

9.      Agreement Binding . This Agreement shall inure to the benefit of and be enforceable by Executive's spouse, personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive dies while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's spouse, devisee, legatee, or other designee or, if there is no such designee, to Executive's estate.

10.      Notice . For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or when mailed by United States registered mail, return receipt requested, postage prepaid, as follows:


Exhibit 10.1

If to the Company :          Raven Industries, Inc.
P.O. Box 5107
Sioux Falls, SD 57117-5107
Attention: President

If to Executive :          Address on file with payroll department.

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

11.      Miscellaneous . No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and such officer of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provision or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of South Dakota.

12.      Validity . The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.      Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

14.      Fees and Expenses . The Company shall pay all fees and expenses (including reasonable attorney's fees and costs) that Executive may incur as a result of the Company's contesting the validity, enforceability or Executive's interpretation of, or determinations under, this Agreement, regardless of whether the Company is successful in such contest.

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date and year first above written.

RAVEN INDUSTRIES, INC.


By:      /s/ Daniel A. Rykhus
Daniel A. Rykhus
President and Chief Executive Officer

EXECUTIVE:


_____________________________






EXHIBIT 10.2


POLICIES AND PROCEDURES              PAGE 1 OF 1              NO. RS-06-A
DATE:      25 AUGUST 2015
SUBJECT: SENIOR MANAGEMENT BENEFITS
SCHEDULE A

In addition to all of the fringe benefits provided to salaried employees the Chief Financial Officer (hired after 12/1/14), Vice President of Human Resources, General Counsel and Vice President of Corporate Development, Division Vice Presidents/General Managers, Chief Technology Officer and the Chief Information Officer (the “Senior Managers”) will have the following additional benefits:

1.
Insurance premiums will be one-half the amount paid by regular salaried employees with equal seniority for all individual and family health coverage. Life, disability and dental insurance coverage will be paid in full.

2.
Supplemental health insurance benefits for the Senior Managers and dependents up to 4% of the total of the current base salary.

3.
Health Club membership or equivalent in home exercise equipment.

4.
Group Life Insurance and A.D. & D. at 2.0 times annualized base salary as of January 1 st each year. The Group Life Insurance / AD&D policy is updated annually on February 1 st each year, and the benefit will be limited to the maximum benefit offered by the current life insurance carrier.

5.
Full pay for sick leave up to a point where disability insurance coverage begins. Disability insurance is 60% of base salary, non-integrated with Social Security. Provisions of the actual policy will govern the exact amount of payments.

6.
Two additional weeks of paid vacation in addition to the regular established vacation policy.

7.
Physical examination provided by the Company will be given on a biennial basis to age 60 on individuals who are asymptomatic, annually if symptomatic. Above age 60 examinations will be annually.

8.
Senior Manager’s annual base salary will be grossed up at the end of the calendar year to compensate for the additional payroll and income tax burden created by the treatment of benefits under Numbers 1, 2, 4 and 7, above, as additional income.





SchA.exh.10.2file8.25.15RS-06policiesand procedures-senior-mgrs 12-1-10 updated 10-21-10 by tad.fortitles12.1.14