-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Je7pLYqudEZyj7gPDeAcO6F58/qEUrZPyhOU1VW/UK+OmEDGSXRaF27mtu5VyS1E /Fp5QBMYiEsVesSS0OMeSg== 0000025793-05-000052.txt : 20051025 0000025793-05-000052.hdr.sgml : 20051025 20051025165513 ACCESSION NUMBER: 0000025793-05-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051019 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051025 DATE AS OF CHANGE: 20051025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROSS A T CO CENTRAL INDEX KEY: 0000025793 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 050126220 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06720 FILM NUMBER: 051154944 BUSINESS ADDRESS: STREET 1: ONE ALBION RD CITY: LINCOLN STATE: RI ZIP: 02865 BUSINESS PHONE: 4013331200 MAIL ADDRESS: STREET 1: ONE ALBION ROAD CITY: LINCOLN STATE: RI ZIP: 02865 8-K 1 form8-k_ltiplan.htm A.T.CROSS FORM 8-K ITEM 1.01 10/19/05 UNITED STATES

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

Date of Report (Date of earliest event reported) October 19, 2005

A. T. CROSS COMPANY
(Exact name of registrant as specified in its charter)

Rhode Island
(State or other jurisdiction
of incorporation)

1-6720
(Commission
File Number)

05-0126220
(IRS Employer
Identification No.)

One Albion Road, Lincoln, Rhode Island
(Address of principal executive offices)

02865
(Zip Code)

Registrant's telephone number, including area code (401) 333-1200

N/A
(Former name or former address if changed since last report.)

 

Section 1- Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

10-19-05

On October 19, 2005, the Board of Directors of the A.T. CROSS Company approved a Long Term Incentive Plan which provides that the named executive officers (other than David G. Whalen, Chief Executive Officer) and certain other members of the senior management team will each receive a restricted stock grant of 40,000 shares on the first business day of 2006. Restrictions on 25% of the shares will lapse only in the event that operating income targets established and approved by the Board are met for 2007; restrictions on the balance of the shares will lapse only in the event that operating income targets for 2008 are met. The attainment of such targets would evidence a significant improvement in the Company's financial performance. In the event that less than 100% of the 2007 or 2008 targets are met, but at least 75% of such targets are met, restrictions on a corresponding percent of the shares will lapse. This Plan supersedes the previously existing long term incentive plan.

On October 19, 2005, the Board approved a severance program for the Chief Executive Officer that provides that, in the event of involuntary termination for reasons other than cause but not including a change in control, the Chief Executive Officer shall receive severance in the amount of twenty-four month's base salary and target bonus. In the event of involuntary termination for reasons other than cause but not including a change in control, the other named executives will receive severance in the amount of twelve month's base salary. All severance is dependent on the executive executing a general release in favor of the Company.

Further, the Board voted on October 19, 2005 to provide the named executive officers (other than David G. Whalen, Chief Executive Officer) and certain other members of the senior management team, in the event of involuntary termination (including a constructive termination due to a significant diminishment in responsibilities) within two years of a change in control, with eighteen month's base salary and target bonus.

Internal Revenue Code Section 4999 imposes a non-deductible 20% excise tax on the recipient for any change in control payments that are in excess of three times their average annual taxable compensation over the prior 5-year period (the "base amount"). The Board determined on October 19, 2005 that, in the event that the payments made to a named executive exceed three times such base amount (the "safe harbor amount"), the Company will provide a gross-up to the Chief Executive Officer to provide the executive the after tax benefit he would have received had the excise tax not been triggered. The Board determined to provide a conditional gross-up to the other named executives in the event that the change in control payments exceed the safe harbor amount. The conditional gross-up provides that the change in control payments will be capped to fall below safe harbor amount if the amount by which the change in control payments exceed such safe harbor amount is $50,000 or less. If the change in control payment s exceed such safe harbor amount by greater than $50,000, the named executive will receive a gross up. Any change of control payments that exceed the safe harbor amount (including any gross-up) are not deductible by the Company.

 

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, thereunto duly authorized.

A. T. CROSS COMPANY
(Registrant)

Date: October 25, 2005

KEVIN F. MAHONEY
(Kevin F. Mahoney)
Vice President, Finance
Chief Financial Officer

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