8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 20, 2013

Date of Report (Date of earliest event reported)

ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33209	61-1478870
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Granite Street, Suite 201 Braintree, Massachusetts	02184
(Address of principal executive offices)	(Zip Code)

(781) 917-0600

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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 20, 2013, Altra Industrial Motion Corp. (the “Company”) entered into Amendment No. 1 to the Amended and Restated Employment Agreement (the “Amendment”) by and among the Company, Altra Power Transmission, Inc. f/k/a Altra Industrial Motion, Inc. and Michael L. Hurt, who serves as the Company’s Executive Chairman and Chairman of the Board of Directors. The Amendment to extends the term of Mr. Hurt’s employment agreement from December 31, 2013 to the date of the Company’s 2014 Annual Meeting of Stockholders. The foregoing summary is qualified in its entirety by reference to the Amendment, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 to Amended and Restated Employment Agreement, dated as of December 20, 2013, among Altra Industrial Motion Corp., Altra Power Transmission, Inc. and Michael L. Hurt.

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.

Altra Industrial Motion Corp.
/s/ Glenn E. Deegan
Name:	Glenn E. Deegan
Title:	Vice President, Legal and Human Resources, General Counsel and Secretary

Date: December 23, 2013

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 1 to Amended and Restated Employment Agreement, dated as of December 20, 2013, among Altra Industrial Motion Corp., Altra Power Transmission, Inc. and Michael L. Hurt.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 to AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) dated December 20, 2013 is an amendment to that certain Amended and Restated Employment Agreement (“Agreement”) dated September 25, 2008, by and between Altra Industrial Motion Corp., f/k/a Altra Holdings, Inc., a Delaware corporation (“AIMC”), Altra Power Transmission, Inc. f/k/a Altra Industrial Motion, Inc. (“APT”, and together with AIMC, the “Companies”) and the undersigned executive, Michael L. Hurt (“Executive”).

WHEREAS, on September 25, 2008 the Executive and the Companies entered into the Agreement; and

WHEREAS, the Executive and the Companies have agreed to enter into this Amendment to amend the Agreement.

NOW, THEREFORE, the Executive and the Company agree as follows:

1. Amendment to Section 2.3. Section 2.3 of the Agreement is deleted in its entirety and replaced with the following:

2.3 Term; Termination. The Post-CEO Employment Period shall terminate on the date on which AIMC holds its 2014 Annual Meeting of Stockholders or May 30, 2014, whichever is earlier (the “Expiration Date”). Notwithstanding the foregoing, the Companies and Executive agree that Executive is an “at-will” employee, subject only to the contractual rights upon termination set forth herein, and that the Post-CEO Employment Period (a) shall terminate automatically at any time upon Executive’s death, (b) shall terminate automatically at any time upon the Board’s determination of Executive’s Disability, (c) may be terminated by the Companies at any time for any reason or no reason (whether for Cause or without Cause) by giving Executive written notice of the termination, and (d) may be terminated by Executive for any reason or no reason (including for Good Reason) by giving the Companies written notice at least sixty (60) days in advance of his termination date. The date that the Post-CEO Employment Period is terminated for any reason is referred to herein as the “Post-CEO Termination Date.”

2. Affirmation of Remaining Terms and Conditions. The Companies and the Executive affirm that all of the other terms and conditions of the Agreement shall continue in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

ALTRA INDUSTRIAL MOTION CORP.
By:	/s/ Carl R. Christenson
Name:	Carl R. Christenson
Title:	President and Chief Executive Officer
ALTRA POWER TRANSMISSION, INC.
By:	/s/ Carl R. Christenson
Name:	Carl R. Christenson
Title:	President and Chief Executive Officer
EXECUTIVE
/s/ Michael L. Hurt
Michael L. Hurt

[Amendment No. 1 to M. Hurt Amended and Restated Employment Agreement]