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): December 1, 2009
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 0001-32892 | 20-3547095 | ||
(State or Other Jurisdiction of
Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
1200 Abernathy Road
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(770) 206-4200
(Registrants telephone number, including area code)
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:
¨ | 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 1, 2009, the Company amended its employment agreements with Messrs. Hyland, Leggett, Hart and Torok to reflect that severance benefits will include a cash payment that is a multiple of base salary, rather than a multiple of base salary plus a multiple of target bonus. These amendments do not increase the Companys severance obligations. In addition, Mr. Harts target bonus was increased to 70% of his base salary. The amendments are attached to this report as Exhibits 99.1, 99.2, 99.3 and 99.4.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Amendment to Executive Employment Agreement with Gregory E. Hyland dated as of December 1, 2009 | |
99.2 | Amendment to Executive Employment Agreement with Robert G. Leggett dated as of December 1, 2009 | |
99.3 | Amendment to Executive Employment Agreement with Evan L. Hart dated as of December 1, 2009 | |
99.4 | Amendment to Executive Employment Agreement with Raymond P. Torok dated as of December 1, 2009 |
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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.
Dated: December 4, 2009 | MUELLER WATER PRODUCTS, INC. | |||||||
By: | /s/ R OBERT B ARKER | |||||||
Robert Barker | ||||||||
Executive Vice President and General Counsel |
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Exhibit 99.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between Mueller Water Products, Inc. , a Delaware corporation (Company), and Gregory E. Hyland (Employee).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of September 9, 2005 (the Agreement);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the Employees salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as a percentage of the Employees salary only without impacting the economics of the Agreement;
WHEREAS, the Company desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall be deleted in their entirety and replaced with the following:
a. | Executives base salary (Salary) will be $790,000.00 per year. Executives Salary and job performance will be reviewed at least once per year consistent with the practices of the Company. |
b. | Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources Committee of the Board of Directors. Executives initial target annual bonus (Bonus) will be one hundred percent (100%) of the Executives base salary in effect for such year. Actual annual Bonus may range from 0% to 200% of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year. |
3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
Severance Benefits consist of:
i. | Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment. |
ii. | A total amount equal to 300% of Executives current rate of Salary (the Base Amount). Payment of the Base Amount shall be made in substantially equal monthly installments over 24 months from the date of Executives separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executives separation from service (the Commencement Date) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executives entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes. |
4. All references to the terms salary and base salary in Sections 4 through 6 shall be replaced with the term Salary.
5. The term bonus in Section 6 shall be replaced with the term Bonus.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
MUELLER WATER PRODUCTS, INC. | ||
By: | /s/ Donald N. Boyce | |
Donald N. Boyce Chairman Compensation Committee |
||
/s/ Gregory E. Hyland | ||
Gregory E. Hyland |
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Exhibit 99.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between Mueller Water Products, Inc. , a Delaware corporation (Company), and Robert G. Leggett (Employee).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of September 15, 2008 (the Agreement);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the Employees salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as a percentage of the Employees salary only without impacting the economics of the Agreement;
WHEREAS, the Company desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall be deleted in their entirety and replaced with the following:
a. | Executives base salary (Salary) will be $500,000.00 per year. Executives Salary and job performance will be reviewed at least once per year consistent with the practices of the Company. |
b. | Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources Committee of the Board of Directors. Executives initial target annual bonus (Bonus) will be seventy-five percent (75%) of the Executives base salary in effect for such year. Actual annual Bonus may range from 0% to 200% of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year. |
3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
Severance Benefits consist of:
i. | Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment. |
ii. | A total amount equal to 262.50% of Executives current rate of Salary (the Base Amount). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executives separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executives separation from service (the Commencement Date) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executives entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes. |
4. All references to the terms salary and base salary in Sections 4 through 6 shall be replaced with the term Salary.
5. The term bonus in Section 6 shall be replaced with the term Bonus.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
MUELLER WATER PRODUCTS, INC. | ||
By: | /s/ Gregory E. Hyland | |
Gregory E. Hyland Chairman, President and Chief Executive Officer |
||
/s/ Robert G. Leggett | ||
Robert G. Leggett |
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Exhibit 99.3
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between Mueller Water Products, Inc. , a Delaware corporation (Company), and Evan L. Hart (Employee).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of September 6, 2006 (the Agreement);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the Employees salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as a percentage of the Employees salary only without impacting the economics of the Agreement;
WHEREAS, the Company desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall be deleted in their entirety and replaced with the following:
a. | Executives base salary (Salary) will be $285,000.00 per year. Executives Salary and job performance will be reviewed at least once per year consistent with the practices of the Company. |
b. | Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources Committee of the Board of Directors. Executives initial target annual bonus (Bonus) will be seventy percent (70%) of the Executives base salary in effect for such year. Actual annual Bonus may range from 0% to 200% of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year. |
3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
Severance Benefits consist of:
i. | Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment. |
ii. | A total amount equal to 255% of Executives current rate of Salary (the Base Amount). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executives separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executives separation from service (the Commencement Date) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executives entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes. |
4. All references to the terms salary and base salary in Sections 4 through 6 shall be replaced with the term Salary.
5. The term bonus in Section 6 shall be replaced with the term Bonus.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
MUELLER WATER PRODUCTS, INC. | ||
By: | /s/ Gregory E. Hyland | |
Gregory E. Hyland Chairman, President and Chief Executive Officer |
||
/s/ Evan L. Hart | ||
Evan L. Hart |
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Exhibit 99.4
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between Mueller Water Products, Inc. , a Delaware corporation (Company), and Raymond P. Torok (Employee).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of July 12, 2004 (the Agreement);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the Employees salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as a percentage of the Employees salary only without impacting the economics of the Agreement;
WHEREAS, the Company desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall be deleted in their entirety and replaced with the following:
a. | Executives base salary (Salary) will be $340,698.00 per year. Executives Salary and job performance will be reviewed at least once per year consistent with the practices of the Company. |
b. | Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources Committee of the Board of Directors. Executives initial target annual bonus (Bonus) will be seventy-five percent (75%) of the Executives base salary in effect for such year. Actual annual Bonus may range from 0% to 200% of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year. |
3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
Severance Benefits consist of:
i. | Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment. |
ii. | A total amount equal to 262.50% of Executives current rate of Salary (the Base Amount). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executives separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executives separation from service (the Commencement Date) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executives entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes. |
4. All references to the terms salary and base salary in Sections 4 through 6 shall be replaced with the term Salary.
5. The term bonus in Section 6 shall be replaced with the term Bonus.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
MUELLER WATER PRODUCTS, INC. | ||
By: | /s/ Gregory E. Hyland | |
Gregory E. Hyland Chairman, President and Chief Executive Officer |
||
/s/ Raymond P. Torok | ||
Raymond P. Torok |
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