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 31, 2014
WILLIAM LYON HOMES
(Exact name of registrant as specified in charter)
| Delaware | 001-31625 | 33-0864902 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4695 MacArthur Court, 8 th Floor
Newport Beach, California 92660
(Address of principal executive offices and zip code)
(949) 833-3600
(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 obligations 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. |
(e) On December 31, 2014, William Lyon Homes, a Delaware corporation and William Lyon Homes, Inc., a California corporation (collectively, the “Company”), entered into an amendment (the “Amendments”) to the employment agreements between the Company and each of General William Lyon, Executive Chairman of the Company, and William H. Lyon, Chief Executive Officer of the Company (collectively, the “Executives”), in each case, to extend the term of the employment agreement until March 31, 2015 and make conforming changes to certain benefits under the agreement. All other terms of the employment agreements remain unchanged. The Company expects to enter into a new employment agreement with each of the Executives during early 2015.
The foregoing summary of the Amendments is subject to, and qualified in its entirety by, the complete text of the Amendments, which are attached as Exhibit 10.1 and 10.2 hereto and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
|
Exhibit No. |
Description |
|
| 10.1 | Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and General William Lyon | |
| 10.2 | Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| WILLIAM LYON HOMES | ||||
| By: |
/s/ Jason R. Liljestrom |
|||
| Jason R. Liljestrom | ||||
| Vice President, General Counsel and Corporate Secretary | ||||
| Date: December 31, 2014 | ||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 | Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and General William Lyon | |
| 10.2 | Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon | |
Exhibit 10.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of December 31, 2014 (the “ Effective Date ”), by and among William Lyon Homes, a Delaware corporation (“ Parent ”), William Lyon Homes, Inc., a California corporation (the “ Company ”), and General William Lyon ( “ Executive ”).
WHEREAS , Parent, the Company and Executive are parties to that certain Employment Agreement among Parent, the Company and Executive, dated as of February 25, 2012 (the “ Agreement ”), which sets forth the terms of Executive’s employment with the Company;
WHEREAS , Parent, the Company and Executive desire to amend the Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows, effective as of the Effective Date.
1. The first sentence of Section 1.2 of the Agreement is hereby deleted and replaced in its entirety with the following:
“The term of Executive’s employment by the Company shall commence on the Effective Date and terminate and expire on March 31, 2015.”
2. The following sentence is hereby added to the end of Section 3.2 of the Agreement:
“Executive shall be entitled to earn a cash bonus for the 2015 fiscal year for service during Term under the senior executive bonus program established by the Compensation Committee, to be paid when such bonuses are paid to the other senior executives of the Company.”
3. Section 6.4.3(a) of the Agreement is hereby deleted and replaced in its entirety with the following:
“On the date that is sixty (60) days after the Termination Date, the Company shall pay to Executive a lump-sum payment equal in the aggregate to (i) the amount of annual salary payable to Executive from the Termination Date through March 31, 2015 (in the absence of the applicable termination of employment) plus (ii) any deferred bonuses earned by Executive but not paid by the Company as of the Termination Date, less any required deductions for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings, including benefit deductions.”
4. Counterparts . This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
5. Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. The Agreement, as hereby amended, and any attachments thereto, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, arrangements, dealings or writings between the parties, and from and after the date of this Amendment, all references to the term “ Agreement ” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
IN WITNESS WHEREOF , this Amendment to Employment Agreement has been duly executed by or on behalf of the parties hereto as of the Effective Date.
| COMPANY | ||
|
By: |
/s/ Matthew R. Zaist Name: Matthew R. Zaist Title: President and Chief Operating Officer |
|
| PARENT | ||
|
By: |
/s/ Matthew R. Zaist Name: Matthew R. Zaist Title: President and Chief Operating Officer |
|
| EXECUTIVE | ||
|
/s/ William Lyon Name: General William Lyon |
||
Exhibit 10.2
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of December 31, 2014 (the “ Effective Date ”), by and among William Lyon Homes, a Delaware corporation (“ Parent ”), William Lyon Homes, Inc., a California corporation (the “ Company ”), and William H. Lyon ( “ Executive ”).
WHEREAS , Parent, the Company and Executive are parties to that certain Employment Agreement among Parent, the Company and Executive, dated as of February 25, 2012 (the “ Agreement ”), which sets forth the terms of Executive’s employment with the Company;
WHEREAS , Parent, the Company and Executive desire to amend the Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows, effective as of the Effective Date.
1. The first sentence of Section 1.2 of the Agreement is hereby deleted and replaced in its entirety with the following:
“The term of Executive’s employment by the Company shall commence on the Effective Date and terminate and expire on March 31, 2015.”
2. The following sentence is hereby added to the end of Section 3.2 of the Agreement:
“Executive shall be entitled to earn a cash bonus for the 2015 fiscal year for service during Term under the senior executive bonus program established by the Compensation Committee, to be paid when such bonuses are paid to the other senior executives of the Company.”
3. Section 6.4.3(a) of the Agreement is hereby deleted and replaced in its entirety with the following:
“On the date that is sixty (60) days after the Termination Date, the Company shall pay to Executive a lump-sum payment equal in the aggregate to (i) the amount of annual salary payable to Executive from the Termination Date through March 31, 2015 (in the absence of the applicable termination of employment) plus (ii) any deferred bonuses earned by Executive but not paid by the Company as of the Termination Date, less any required deductions for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings, including benefit deductions.”
4. Counterparts . This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
5. Ratification . All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. The Agreement, as hereby amended, and any attachments thereto, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, arrangements, dealings or writings between the parties, and from and after the date of this Amendment, all references to the term “ Agreement ” in this Amendment or the original Agreement shall include the terms contained in this Amendment.
IN WITNESS WHEREOF , this Amendment to Employment Agreement has been duly executed by or on behalf of the parties hereto as of the Effective Date.
| COMPANY | ||
|
By: |
/s/ Matthew R. Zaist Name: Matthew R. Zaist Title: President and Chief Operating Officer |
|
| PARENT | ||
|
By: |
/s/ Matthew R. Zaist Name: Matthew R. Zaist Title: President and Chief Operating Officer |
|
| EXECUTIVE | ||
|
/s/ William H. Lyon Name: William H. Lyon |
||