8-K

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): November 4, 2013

GSE Holding, Inc.

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(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35382	77-0619069
(Commission File Number)	(IRS Employer Identification No.)

19103 Gundle Road, Houston, TX	77073
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (281) 443-8564

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 1.01 Entry into a Material Definitive Agreement

On November 4, 2013, GSE Holding, Inc. (the “Company”) issued a press release announcing that Charles A. Sorrentino, a current member of the Board and interim President and Chief Executive Officer, was appointed the Company’s permanent President and Chief Executive Officer, effective immediately.  Mr. Sorrentino will be paid an annual base salary of $625,000 and be eligible for a management bonus up to 200% of his base salary.  In addition, Mr. Sorrentino will be granted 300,000 restricted stock units that will vest on December 31, 2014.

The Company also announced that Daniel Storey has been appointed Senior Vice President and Chief Financial Officer for GSE.  Mr. Storey had served as Vice President, Chief Accounting Officer and Corporate Controller of GSE since May of this year.  Mr. Storey will replace J. Michael Kirksey who has accepted a new position with another company and will resign from GSE.  In connection with the appointment of Mr. Storey as its Senior Vice President and Chief Financial Officer, the Company entered into a change of control and retention agreement in the form used by the Company for its executive officers providing for severance in the amount equal to one year’s base salary plus targeted bonus for year of termination in the event of a termination without cause.

Mr. Kirksey’s resignation will be effective upon filing of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 (the “Employment Termination Date”).

On November 4, 2013, the Company and Mr. Kirksey entered into a transition and consulting agreement pursuant to which the parties agreed that Mr. Kirksey will continue to oversee the Company’s financial operations as an employee and CFO of the Company until the Employment Termination Date.  In addition, after the Employment Termination Date and until December 31, 2013, Mr. Kirksey will provide consulting services to the Company in accordance with the terms of the transition and consulting agreement.  Mr. Kirksey will continue to receive his base salary until December 31, 2013.

The foregoing description of the separation and transition agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Daniel Storey has been appointed Senior Vice President and Chief Financial Officer for GSE effective November 15, 2013.  Mr. Storey had served as the Company’s Vice President, Chief Accounting Officer and Corporate Controller since May, 2013.  Mr. Storey will continue to be the Company’s Chief Accounting Officer.

Prior to joining the Company in May 2013, Mr. Storey, 43, was a Senior Finance Director at Hewlett-Packard Company (“HP”), a global provider of products, technologies, software, solutions and services.  While at HP from 1999 to 2013, Mr. Storey held a number of finance leadership roles including Senior Finance Director – Americas Software Controller where he was responsible for all aspects of finance leadership and support of the Americas Software business, including accounting, strategic planning, forecasting and analysis.  Prior to that role, Mr. Storey was the Senior Finance Director – US Controller where he was responsible for ensuring the accuracy of the US financial statements, driving a strong control environment and providing oversight of US accounting.  Prior to joining HP, Mr. Storey was Manager of Financial and Tax Reporting at Cliffs Drilling Company, an oilfield services company, from 1996 to 1999.  Prior to Cliffs Drilling Company, Mr. Storey was a public accountant at Ernst & Young from 1994 to 1996.

Mr. Storey earned a Bachelor of Business Administration and Masters in Professional Accounting from the University of Texas at Austin and is a Certified Public Accountant in the State of Texas.

In connection with the appointment of Mr. Storey as its Senior Vice President and Chief Financial Officer, the Company entered into a change of control and retention agreement in the form used by the Company for its executive officers providing for severance in the amount equal to one year’s base salary plus targeted bonus for year of termination in the event of a termination without cause.

There are no family relationships between Mr. Storey and any director or executive officer of the Company, and Mr. Storey has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

A copy of the Company’s press release relating to the foregoing is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Transition and Separation Agreement
99.1	Press Release of GSE Holding, Inc. dated November 4, 2013.

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.

Date: November 5, 2013

GSE HOLDING, INC.

/s/ Mark A. Whitney

By: Mark A. Whitney

Title: Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

GSE HOLDING, INC.

TRANSITION & CONSULTING AGREEMENT

This Transition & Consulting Agreement (the “Agreement”), dated as ofNovember 4, 2013 (the “Effective Date”), is by and between J. Michael Kirksey (“Executive”) andGSE Holding, Inc., a Delaware corporation (the “Company”).

WHEREAS, on November 4, 2013, the Company announced that Executive had decided to resign from his position as Executive Vice President and Chief Financial Officer of the Company, which the parties have agreed will be effective as of the Employment Termination Date (as defined herein).

NOW, THEREFORE, for the promise and covenants set forth herein and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive and Company enter into this Agreement on the following terms and conditions:

1.   Resignation.  The Executive acknowledges and agrees that, effective as of and after the Employment Termination Date, except as otherwise specifically provided herein and in Section 3(a), the Executive will not represent, himself as being a director, principal, or officer of the Company or of its subsidiaries or affiliates (collectively with the Company, the “Company Group”) for any purpose.  Effective as of the Employment Termination Date, the Executive will resign (and will be deemed to have resigned without any further action by the Executive) from all of the Executive’s positions with the Company Group (and as a fiduciary of any benefit plan of the Company Group), including without limitation, Executive Vice President and Chief Financial Officer of the Company.  The Executive shall execute such additional documents as requested by the Company to evidence the foregoing.  The Executive acknowledges and agrees that the payments provided pursuant to this Agreement are in full discharge of any and all liabilities and obligations of the Company Group.

2.    Restrictive Covenants.  The Executive acknowledges the terms of the Intellectual Property and Confidentiality Agreement, by and between Executive and GSE Environmental, LLC, dated January 7, 2013 (“Confidentiality Agreement”)are hereby incorporated herein by reference.

3.   Continued Employee Services.

(a) Employee Services.  For the period following the Effective Date and extending until the later of (y) November 15, 2013, and (z) the date that the Company files its quarterly report on Form 10-Q with respect to the period ended September 30, 2013, but not later than November 19, 2013 (such date, the “Employment Termination Date” and such period, the “Service Period”), the Executive shall continue to provide services in the capacity as an employee of the Company.  For purposes of this Agreement, the services shall mean (i) Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the continuing performance of Executive’s duties, responsibilities and functions associated with being the Executive Vice President and Chief Financial Officer of the Company, including without limitation, (ii) providing a certification for the Company’s quarterly report on Form 10-Q with respect to the period ended September 30, 2013 and any other required SEC filings and amendments, if filed no later than November 19, 2013, (iii) assisting, as requested, the Company Group to transition the Executive’s former duties and responsibilities to a new Chief Financial Officer or to other employees, (iv) assisting, as requested, the Company with respect to litigation involving the Company Group, arbitration, or regulatory or administrative matters, and (v) performing such other duties reasonably requested by the Company.

(b) Compensation.  Subject to Executive’s compliance with the terms and conditions of this Agreement, during the Service Period, the Company shall continue to pay the Executive an annualized base salary of $360,000, pro-rated for partial years of service and payable in accordance with the regular payroll practices of the Company.  Subject to Executive’s compliance with the terms and conditions of this Agreement, during the Service Period, the Executive shall, in accordance with the terms of the applicable plan documents, be eligible to participate in the Company’s standard employee health plan which may be in effect from time to time. In addition, the accrued but unused PTO attributable to the Executive will be paid on November 15, 2013. Following the Employment Termination Date, Executive shall be entitled for health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 for Executive and his dependents at Executive’s own cost.

4.   Post-Employment Consultant Services

(a) Consulting Services.  Following the Employment Termination Date and until December 20, 2013 (such date, the “Consulting Termination Date” and such period, the “Consulting Period”), the Executive shall continue to provide services in the capacity as a consultant of the Company.  For purposes of this Agreement, the services shall mean (i) assisting, as requested, the Company Group to transition the Executive’s former duties and responsibilities to a new Chief Financial Officer or to other employees, (ii) assisting, as requested, the Company with respect to litigation involving the Company Group, arbitration, or regulatory or administrative matters and (iii) performing such other duties reasonably requested by the Chief Executive Officer or Chief Financial Officer of the Company.  The Executive shall make himself available to provide services during the Consulting Period up to 16 hours per week.  The Executive may perform the services at such times and in such manner as reasonably requested and agreed between the Executive and the Company. All reasonable business and travel expense incurred during the Consulting Period by the Executive will be reimbursed by the Company according to the Company’s travel and reimbursement policies.

(b) Compensation.  Subject to Executive’s compliance with the terms and conditions of this Agreement, during the Consulting Period, the Company shall pay the Executive a consulting fee by wire transfer of $15,000.00 on each of November 30, 2013, December 15, 2013 and December 31, 2013 (the “Consulting Fee”)  As a condition to continuing to receive the Consulting Fee, the Executive shall also sign and deliver to the Company a general release of claims in a form reasonably satisfactory to the Company and the Executive (the “General Release”), on November 19, 2013, and not revoke the same within the time period provided therein.  If the Company breaches its obligation to pay any of these scheduled payments and the Executive performs such consulting services, the obligations of the Executive under this Agreement and the General Release shall cease. If the Executive does not sign the General Release or if the Executive revokes it, the Executive shall not be entitled to the Consulting Fee.

5.   Governing Law; Waiver of Jury Trial.  This Agreement shall be construed and enforced in accordance with the laws of the State of Texas without regard to the choice of law principles thereof.

6.   Entire Agreement.  The Executive understands that this Agreement constitutes the complete understanding between the Company and the Executive, and, except as specifically provided herein, supersedes any and all agreements, understandings, and discussions, whether written or oral, between the Executive and any of the Company Group, including, without limitation, except as otherwise provided herein, (a) the Change in Control and Retention Agreement, by and between Executive and the Company, dated January 7, 2013, which agreement shall be deemed terminated effective as of the Effective Date (b) the Employment Offer Letter, by and between Executive and the Company, dated December 10, 2012, and (c) any equity grant agreements, including but not limited to those stock and option grant agreements dated January 7, 2013 and May 14, 2013.  Notwithstanding the foregoing, the Confidentiality Agreement and the Indemnification Agreement shall continue in full force and effect in accordance with their terms.

7.   Equity.  All restricted stock and stock options granted to the Executive, including but not limited to the restricted stock and stock options granted pursuant to grant agreements dated January 7, 2013 (restricted stock) and May 1, 2013 (restricted stock and stock options) shall be immediately forfeited upon the Employment Termination Date and the Executive shall have no further rights pursuant to such grant agreements.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below.

GSE HOLDING INC. AND ITS SUBSIDIARIES
By:	/s/ Charles Sorrentino	Dated:	November 4, 2013
Name:	Charles Sorrentino, Interim President & CEO
EXECUTIVE
/s/ J. Michael Kirskey		Dated:	November 4, 2013
J. Michael Kirksey

EX-99.1

Exhibit 99.1

GSE Announces Appointment of Charles Sorrentino as President and CEO and Daniel Storey as CFO

HOUSTON, November 4, 2013 -- GSE Holding, Inc. (the “Company” or “GSE”) (NYSE: GSE), a leading global provider of highly engineered geosynthetic containment solutions for environmental protection and confinement applications, today announced that Charles A. Sorrentino, a current member of the Board and interim President and Chief Executive Officer, has been appointed the Company’s permanent President and Chief Executive Officer, effective immediately.  Prior to his engagement at GSE, Mr. Sorrentino served as President & CEO for Houston Wire & Cable, a NASDAQ company from 2006 until his retirement in 2011.

Daniel Storey has been appointed Senior Vice President and Chief Financial Officer for GSE.  Mr. Storey had served as Vice President, Chief Accounting Officer and Corporate Controller of GSE since May of this year.  Prior to joining GSE, Mr. Storey served in numerous senior management positions within Hewlett Packard’s global accounting network.  Mr. Storey will replace Michael Kirksey who has accepted a new position with another company and will resign from GSE.  After transitioning his responsibilities to Mr. Storey over the next several weeks as GSE completes its third quarter Form 10-Q, Mr. Kirksey will provide consulting services to the Company through the end of the year.

Said Sorrentino, “I am excited about the opportunity to lead such a fine organization as GSE.  During the last few months our management team began a number of new initiatives that are just now beginning to impact our business. It’s great that I will now be in a position to experience the success of these initiatives.  A special thanks to Mike for all that he has done for GSE.  We wish him the best in his new position.  Furthermore, I want to congratulate Daniel on his promotion to CFO and I know that his strong financial skills coupled with a very positive outlook for our Company will serve well all of our stakeholders.”

About GSE Holding, Inc.

GSE is a global manufacturer and marketer of geosynthetic lining solutions, products and services used in the containment and management of solids, liquids, and gases for organizations engaged in waste management, mining, water, wastewater, and aquaculture.

GSE has a long history of manufacturing quality geosynthetic lining systems and developing innovative products. The Company’s principal products are polyethylene-based geomembranes, geonets, geocomposites, geosynthetic clay liners, concrete protection liners and vertical barriers. GSE manufactures products primarily to line or cap hazardous and non-hazardous waste landfills; contain materials generated in certain mining processes; and contain water, liquid waste and industrial products in ponds, tanks, reservoirs, sewers, and canals. Headquartered in Houston, Texas, USA, GSE maintains sales offices throughout the world and manufacturing facilities in the United States, Chile, Germany, Thailand and Egypt.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements.  Forward-looking statements give management’s current expectations and projections relating to the Company’s financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.  The forward-looking statements are based on the Company’s beliefs, assumptions and expectations of future performance, taking into account the information currently available to management.  Important factors that could cause actual results to differ materially from statements included in this press release can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and other documents filed with the SEC.  These documents are available in the Investor Relations section of the Company’s website at http://www.gseworld.com.

The Company cannot assure you that it will realize the results or developments it expects or anticipates or, even if substantially realized, that they will result in the consequences or affect the Company or its operations in the way it expects. The forward-looking statements included in this press release are made only as of the date hereof. Management undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

CONTACT: Daniel Storey

Senior Vice President and Chief Financial Officer

Office: 281-230-6733

Email:  dstorey@gseworld.com