Delaware | 001-35159 | 27-2228185 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 Thermon Drive San Marcos, Texas | 78666 |
(Address of Principal Executive Offices) | (Zip 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: |
[ ] 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)) |
(d) | Exhibits. | |||
Exhibit No. | Description of Exhibit | |||
10.1 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between Rodney Bingham and Thermon Holding Corp. | |||
10.2 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between George Alexander and Thermon Holding Corp. | |||
10.3 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between Jay Peterson and Thermon Holding Corp. | |||
10.4 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between Johannes (René) van der Salm and Thermon Holding Corp. | |||
Date: May 7, 2014 | THERMON GROUP HOLDINGS, INC. | ||||
By: | /s/ | Jay Peterson | |||
Name: | Jay Peterson | ||||
Title: | Chief Financial Officer |
Exhibit No. | Description of Exhibit | |
10.1 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between Rodney Bingham and Thermon Holding Corp. | |
10.2 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between George Alexander and Thermon Holding Corp. | |
10.3 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between Jay Peterson and Thermon Holding Corp. | |
10.4 | Second Amended and Restated Employment Agreement, effective as of May 1, 2014 between Johannes (René) van der Salm and Thermon Holding Corp. | |
(i) | The Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the twelve month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of twelve months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(a) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the six month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of six months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(b) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the eighteen month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of eighteen months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(c) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity's governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or |
(ii) | the consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or |
(iii) | a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. |
Rodney Bingham | THERMON HOLDING CORP. | ||
/s/ Rodney Bingham | By: | /s/ Charles Sorrentino | |
Name: | Charles Sorrentino | ||
Its: | Chairman |
(i) | The Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the twelve month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of twelve months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(a) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the six month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of six months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(b) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the eighteen month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of eighteen months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(c) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity's governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or |
(ii) | the consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or |
(iii) | a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. |
George Alexander | THERMON HOLDING CORP. | ||
/s/ George Alexander | By: | /s/ Rodney Bingham | |
Name: | Rodney Bingham | ||
Its: | President and Chief Executive Officer |
(i) | The Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the twelve month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of twelve months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(a) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the six month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of six months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(b) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the eighteen month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of eighteen months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(c) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity's governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or |
(ii) | the consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or |
(iii) | a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. |
Jay Peterson | THERMON HOLDING CORP. | ||
/s/ Jay Peterson | By: | /s/ Rodney Bingham | |
Name: | Rodney Bingham | ||
Its: | President and Chief Executive Officer |
(i) | The Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the twelve month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of twelve months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(a) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the six month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of six months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(b) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus, which is addressed in clause (ii) below), each pro-rated through Executive’s employment termination date; |
(ii) | The Company shall pay Executive any Annual Bonus earned from a prior year but not yet paid and any portion of the Annual Bonus from the current fiscal year that is payable pursuant to Section 6 above, each payable in accordance with Section 6; |
(iii) | The Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 8 above; and |
(iv) | Provided that (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement prior to or during the eighteen month severance payment period, the Company will continue to pay Executive’s regular Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of eighteen months following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 9(c) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause under Section 9(g) below. |
(i) | the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity's governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or |
(ii) | the consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or |
(iii) | a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company. |
Johannes (René) van der Salm | THERMON HOLDING CORP. | ||
/s/ Johannes (René) van der Salm | By: | /s/ Rodney Bingham | |
Name: | Rodney Bingham | ||
Its: | President and Chief Executive Officer |