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): July 16, 2009

 


 

METHODE ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-2816

 

36-2090085

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

7401 West Wilson Avenue, Chicago, Illinois 60706

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (708) 867-6777

 

Not Applicable

(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:

 

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 1.01. Entry into a Material Definitive Agreement

 

Effecctive July 16, 2009, Methode Electronics, Inc. (“Methode”) and each of Donald W. Duda, Douglas A. Koman, Timothy R. Glandon, Theodore D. Kill, Thomas D. Reynolds and Ronald L.G. Tsoumas, executive officers of Methode, agreed to amend the Change in Control Agreements dated September 1, 2006.

 

The amendment increases from 10 percent to 25 percent the total value of Benefits that must be exceeded before a Gross-Up Payment shall be made.  A Form of Amendment to Change in Control Agreement is attached hereto as Exhibit 10.1.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits .

 

10.1        Form of Amendment to Change in Control Agreement

 

2



 

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.

 

 

 

METHODE ELECTRONICS, INC.

 

 

 

 

 

 

Date: July 20, 2009

By:

/s/ Douglas A. Koman

 

 

Douglas A. Koman

 

 

Chief Financial Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description of Exhibit

 

 

 

10.1

 

Form of Amendment to Change in Control Agreement

 

4


Exhibit 10.1

 

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

 

This Amendment to Change in Control Agreement (the “Amendment”) is entered into this 16 day of July 2009, between Methode Electronics, Inc., a Delaware corporation (the “Company”), and                                      (the “Executive”).

 

WITNESSETH :

 

WHEREAS, the Company and Executive are parties to a Change in Control Agreement dated September 1, 2006 (the “Agreement”); and

 

WHEREAS, the Company and Executive wish to amend the Agreement to modify the circumstances pursuant to which Executive is entitled to certain additional payments under Section 6 of the Agreement.

 

NOW, THEREFORE, it is hereby agreed by and between the parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, as follows:

 

1.                  Amended Section 6(a).  Effective immediately, Section 6(a) of the Agreement is amended to read in its entirety as follows:

 

(a)                                   In the event it shall be determined that as a result, directly or indirectly, of any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax), then the Executive shall be entitled to promptly receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes on the Payment, the Executive is in the same after-tax position as if no Excise Tax had been imposed upon the Executive; provided, however, that the Gross-Up Payment shall be made only to the extent that the total value of any payments or benefits received by the Executive under this Agreement or any other plan or agreement with the Company (“Benefits”) exceeds by 25 percent or more the dollar amount that is three times the Executive’s “base amount” (as defined in Section 280G of the Code).  If the total value of Benefits exceeds by less than 25 percent the dollar amount that is three times the Executive’s “base amount,” then no Gross-Up Payment shall be made and Benefits shall be capped at the amount that is $1 less than three times the Executive’s “base amount.”

 

2.                  Agreement Remains in Effect.  Except as modified by this Amendment, the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first written above.

 

 

METHODE ELECTRONICS, INC.

 

 

 

 

 

 

 

By:

 

 

 

 

 

Its:

 

 

 

 

 

 

 

 

EMPLOYEE:

 

 

 

 

 

 

 

 

 

 

Name: