Maryland
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1-13648
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13-257-8432
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Exhibits.
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(d)
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Exhibits
.
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Exhibit No.
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Description
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Offer Letter with Terry Coelho dated October 3, 2017
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Press Release
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BALCHEM CORPORATION
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By:/s/ Frank Fitzpatrick
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Frank Fitzpatrick, Vice President Administration
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Dated: October 12, 2017
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Annual base salary:
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$ 375,000
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Date of Hire:
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October 23, 2017 (Estimated)
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· |
Incentive Compensation:
As a key employee, you will also be eligible to participate in the Balchem Corporation Incentive Compensation Program (ICP). Incentive goals, based on mutually agreed upon objectives, will be designed annually allowing you to earn up to
45%
of your base salary. In 2017, you will be eligible for a pro-rated payout based upon your actual start date.
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· |
Signing Bonus
: On your date of hire, you will receive
3,000
Restricted Shares of Balchem stock* as well as a one-time cash bonus payment of
$50,000
, payable with your first paycheck with the Company.
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· |
Long-Term Incentive Plan (LTIP):
You will also be eligible to participate in Balchem’s Long Term Incentive Program (“
LTI
”), which provides for incentive compensation in the form of equity of Balchem, based upon achieving certain performance objectives defined annually, and similarly based upon the authorization of the Balchem’s Board of Directors or an authorized committee thereof. Under the LTI, you may earn a Target Award of up to 100% of your Base Salary in Balchem stock options and Performance Award Restricted Shares (valued on the grant date) and in certain circumstances of performance, amounts exceeding the Target Award, subject to parameters defined in, and the terms and conditions of, the LTI, a copy of which will be provided to you.
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401 (k):
You will be eligible to participate in the 401(k) plan on the first day of the month following 60 calendar days of employment. Under the 401(k) plan, employees may contribute up to the 2017 annual IRS limit of $18,000. If you are 50 years of age or older, (or if you will reach age 50 by the end of the year), you may make a catch-up contribution of up to $6,000 in addition to the normal IRS annual limit. The Company matches 100% on the first 6% of your compensation that you contribute to the 401(k) plan. Additionally, at its discretion, the Board of Directors may vote to make an annual Profit Sharing Contribution.
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· |
Vehicle Allowance
:
Balchem will provide you with a
$900
per month vehicle allowance. The allowance will be included in your regular pay process each month. Additionally, you will be reimbursed for your business mileage at the rate determined by Balchem, which is subject to change.
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Relocation:
As this position will be based at the Company’s New Hampton, NY headquarters, it is expected that you will relocate to the New Hampton area by June, 2018 and the relocation will be supported by the company’s relocation policy.
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· |
Vacation / Time-Off Benefits:
You will be entitled to
160 hours
of vacation, prorated during your first year of employment. Sabbatical days are earned after one year of employment at the rate of one day per quarter. Other portions of the paid time off plan include holidays and personal time, as described in the Summary of Benefits (a copy of which will be provided to you).
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· |
Group Medical and Dental insurance:
Participation in the group insurance plan is optional and it is a contributory plan. You will be eligible to participate in the group insurance plan on the first day of the month following 60 calendar days of employment, with dependent coverage and eligibility as applicable.
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COBRA:
Following any continuation/separation agreements with your previous employer, Balchem will reimburse your COBRA premium (you must submit proof of payment and the COBRA notice) for the period prior to your enrollment eligibility for the group insurance plans described above. The reimbursement will be processed through payroll.
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Business and Travel Insurance:
You will be provided with business travel accident insurance equal to five times annual salary up to a maximum of $500,000.
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Non-contributory life insurance
with accidental death and dismemberment
:
You will be provided with this benefit equal to one times your base salary, whether or not you participate in the group health or dental programs.
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Additional benefits include:
Short Term Disability, EAP, Educational Reimbursement, Contributory Supplemental Life, with detail and eligibility requirements as described in the Summary of Benefits.
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Balchem Corporation
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52 Sunrise Park Road
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New Hampton, NY 10958
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Attn: Renee’ McComb, Sr. Manager, Corporate Human Resources
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Accepted by:
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/s/ Terry. Coelho
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10/3/2017
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Terry Coelho
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Date
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