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): March
22, 2010
AMERON
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
1-9102
|
77-0100596
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
245 South Los Robles Avenue Pasadena, California
(Address of Principal Executive Offices and Zip Code)
|
Registrant’s telephone number, including area code: (626)
683-4000
(Former name or former address, if changed since
last report): None
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 March 22, 2010, Ameron International Corporation (the
"Company") and its Chairman, Chief Executive Officer and President,
James Marlen, entered into a second amendment to Mr. Marlen's Amended
and Restated Employment Agreement. Such amendment is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. Mr. Marlen's
Amended and Restated Employment Agreement, which was originally
effective on January 22, 2003 and previously amended on September 19,
2007, was further amended to, among other things:
-
extend the term of the agreement from March 31, 2010 to March 31, 2012;
-
provide that the Company may appoint a new Chief Executive Officer and
President at any time after March 31, 2011;
-
establish Mr. Marlen's base salary as $963,000 per year, commencing on
April 1, 2010;
-
provide that Mr. Marlen's Performance Stock Agreement will terminate
on March 31, 2010, that 8,000 performance stock units, or such larger
number as are earned under the Performance Stock Agreement (up to the
24,000 unit maximum set by the agreement), will vest upon the
termination of the Performance Stock Agreement, and any remaining
unearned shares will not vest and will be forfeited;
-
grant the board of directors the discretion to issue Mr. Marlen an
equity-based incentive award during the first quarter of 2011,
provided that the vesting of such award, if any, would not
automatically accelerate upon a change of control of the Company or
termination of Mr. Marlen's employment without cause;
-
provide that Mr. Marlen will continue to serve as Executive Chairman
after the Company appoints a new Chief Executive Officer and
President, until the expiration of his employment agreement on March
31, 2012;
-
provide that upon Mr. Marlen’s transition into the role of Executive
Chairman his base salary will be automatically reduced to 70% of his
last base salary as Chief Executive Officer and President, with a
target Management Incentive Plan bonus at 100% of his base salary
-
clarify that upon Mr. Marlen’s transition into the role of Executive
Chairman he will not be granted any new cash awards under the Long
Term Incentive Plan or new equity-based incentive awards, although
previously granted awards will continue to vest or be paid, as
applicable, in accordance with their then-existing terms;
-
revise Mr. Marlen's severance arrangements to reflect the Company's
succession planning by providing that, within 30 days of the
termination of his employment by the Company without cause (other than
in connection with a change in control), he will be entitled to
receive a lump sum equal to his salary and target bonuses for the
remainder of the term, in addition to the non-cash benefits already
provided by his employment agreement;
-
reduce Mr. Marlen's change in control severance benefits (payable in
lump sum upon a termination without cause within 12 months following a
change in control) from an amount equal to 1.5 times the sum of (a)
his annual base salary and (b) the greater of 100% of his base salary
and his highest Management Incentive Plan bonus in the preceding 5
years to an amount equal to 1.5 times the sum of (x) his then
effective base salary and (y) the average bonus he received over the
preceding 5 years (provided that if his employment is terminated after
he commences serving as Executive Chairman, 70% of his average bonus
amount will be used in that calculation), in addition to the non-cash
benefits already provided by the agreement;
-
eliminate Mr. Marlen's entitlement to Company-paid financial and tax
consulting services for the three years following his retirement or
the termination of his employment without cause, and the tax gross-up
feature applicable to future payments to reimburse Mr. Marlen for
financial and tax consulting services; and
-
eliminate Mr. Marlen’s entitlement to a gross-up payment in respect of
golden parachute excise taxes under Section 4999 of the Internal
Revenue Code.
The foregoing summarizes only the material terms of the amendment and is
qualified in its entirety by reference to the terms of the amendment, as
set forth in Exhibit 99.1 hereto.
Item 8.01. Other Events.
On March 22, 2010, the Company issued a press release in connection with
the amendment. The press release is included herewith as Exhibit 99.2
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Second Amendment to Amended and Restated Employment Agreement of
James Marlen, dated March 22, 2010.
|
|
|
|
99.2
|
|
Press Release, dated March 22, 2010.
|
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.
|
|
AMERON INTERNATIONAL CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Javier Solis
|
|
|
Name:
|
Javier Solis
|
|
|
Title:
|
Secretary
|
|
|
|
|
Dated: March 24, 2010
|
|
|
|