-----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, DkVSNdEBConwh2tkBahRVCFWu0CeHm3xI4yeNXwz67z3MHkeuz5kS41EarDbnpH5 dqke8z6Ha+v8o3JTy/1LXw== 0000026058-07-000048.txt : 20070615 0000026058-07-000048.hdr.sgml : 20070615 20070615085143 ACCESSION NUMBER: 0000026058-07-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070614 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070615 DATE AS OF CHANGE: 20070615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04639 FILM NUMBER: 07921356 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 form8k.htm FORM 8-K 6-15-2007 form8k.htm
 


 

 
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 Filing (Date of Report and Earliest Event Reported): June 15, 2007
(June 14, 2007)
 

 
 
CTS CORPORATION
(Exact Name of Company as Specified in Its Charter)
 

 
Indiana
1-4639
35-0225010
(State or Other Jurisdiction of Incorporation)
(Commission File Numbers)
(I.R.S. Employer Identification Nos.)
     
905 West Boulevard North
   
Elkhart, Indiana
 
46514
(Address of Principal Executive Offices)
 
(Zip Code)
Company's Telephone Number, Including Area Code:  (574) 523-3800

 

(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
 
q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
q  
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 June 14, 2007,  CTS Corporation (the "Company") issued a press release announcing that the Board of Directors elected Vinod M. Khilnani to serve as President and Chief Executive Officer of the Company, effective July 2, 2007. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  Mr. Khilnani currently serves as the Company's Chief Financial Officer.  The Board of Directors will appoint an interim Chief Financial Officer on July 2, 2007.  It is anticipated that Mr. Khilnani will be appointed to the Board of Directors as soon as practical following the 2007 Annual Meeting of Shareholders. CTS' Board of Directors approved an employment agreement for Mr. Khilnani in connection with his election as President and Chief Executive Officer.  The term of the agreement is two years. In summary, the agreement provides that if the Company terminates Mr. Khilnani’s employment under certain circumstances or Mr. Khilnani terminates his employment for good reason, as defined in the agreement, the Company will provide Mr. Khilnani with compensation, equal to his current base salary and his target incentive compensation for the calendar year prior to termination, for a period of two years following the termination date. The agreement, a copy of which is attached as Exhibit 10(a) to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
 
In addition, the Board of Directors approved an annual salary of $500,000 for Mr. Khilnani.  The Board of Directors approved a total target bonus of 75% of annual base salary for Mr. Khilnani under the CTS Corporation 2007 Management Incentive Plan; which is being submitted to shareholders for approval at the 2007 Annual Meeting of Shareholders. The Board of Directors increased Mr. Khilnani's quarterly perquisite allowance to  $4,300 in connection with his election as President and Chief Executive Officer. The Board of Directors intends to grant Mr. Khilnani 25,000 service-based restricted stock units under the terms of the CTS Corporation 2004 Omnibus Long-term Incentive Plan and the Prototype Named Executive Officer Restricted Stock Unit Agreement previously filed with the Commission as Exhibit 10(a) to the Quarterly Report on Form 10-Q for the quarter ended July 2, 2006 in connection with his election as President and Chief Executive Officer.  The Board of Directors also intends to grant Mr. Khilnani 25,000 performance-based restricted stock units under the CTS Corporation 2004 Omnibus Long-term Incentive Plan at that same time.  The performance criteria and other terms of the performance-based restricted stock unit grant have not yet been determined.

The Board of Directors further announced in the press release that it intends to elect Roger R. Hemminghaus to serve as Chairman of the Board, effective July 2, 2007.  Mr. Hemminghaus has served as a director of the Company since 2000 and is a nominee for re-election to the Board of Directors at the 2007 Annual Meeting of Shareholders to be held on June 28, 2007.  The Board of Directors has approved an annual retainer of $275,000 per calendar year and an annual equity award value of $75,000 per calendar year for Mr. Hemminghaus to serve in the position of Chairman of the Board. Mr. Hemminghaus' annual retainer for the position of   Chairman of the Board will be pro-rated for the 2007 calendar year.
 
Donald K. Schwanz has tendered his resignation from the positions of  President, Chief Executive Officer and Chairman of the Board, effective July 2, 2007, as discussed in the press release.  The Board of Directors has designated Mr. Schwanz as Chairman Emeritus of the Board of Directors, effective July 2, 2007.  Mr. Schwanz will continue to serve in this position through December 31, 2007 under the terms of the Employment Agreement entered into between Mr. Schwanz and the Company, effective October 1, 2006.  Mr. Schwanz' Employment Agreement was filed as Exhibit  10(a) to the Company's Current Report on Form 8-K filed with the Commission on December 8, 2006.


Item 9.01                      Financial Statements and Exhibits.
 
(a)   
Financial Statements of Business Acquired.
Not applicable.
   
(b)  
Pro Forma Financial Information.
Not applicable.
   
(c)   
 
Exhibits.
   
 
The following exhibits are filed with this report:
     
 
Exhibit No.
Exhibit Description
 
10(a)
 
Employment Agreement, dated as of  July  2, 2007, between the Company and Vinod M. Khilnani
   99.1  Press Release dated June 14, 2007

 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CTS CORPORATION

     
 
CTS CORPORATION  
       
Date:  June 14, 2007
By:
/s/ James L. Cummins  
    James L. Cummins  
    Senior Vice President Administration  
       
 
 
 



EX-10.A 2 exhibit10_a.htm EXHIBIT 10(A) exhibit10_a.htm
 
Exhibit No. 10(a)
 
EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") made and entered into this ____ day of________, 2007,(the “Effective Date”) by and between CTS Corporation, an Indiana corporation ("CTS") and Vinod M. Khilnani, residing at 51500 Norwich Drive, Granger, Indiana 46530, ("Executive").

WHEREAS, the parties desire to enter into this Agreement, setting forth the terms and conditions for the employment relationship of Executive with CTS.

NOW, THEREFORE, in consideration of the mutual premises and the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

1.  Term; Duties. CTS agrees to employ Executive, and Executive agrees to be employed by CTS, on a full-time basis as President and Chief Executive Officer of CTS.  Executive shall have such duties, responsibilities and authority as are customarily incident to the principal executive office of a publicly traded corporation, except as otherwise expressly provided by the Board of Directors.  Executive shall report to the Chairman of the Board of Directors  The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years, and this period shall be referred to herein as the Term.

2.           Compensation and Benefits. In consideration of the employment of Executive with CTS, CTS shall pay to Executive such salary, bonuses and other compensation as shall be recommended from time to time by the Compensation Committee of the Board of Directors of CTS and approved by the Board of Directors; provided, however, that Executive's base salary shall not be less than the base salary in effect on the date of this Agreement, unless there is a general salary reduction affecting all CTS employees. Executive's base salary shall be payable in accordance with CTS' general payroll practices as in effect from time to time, subject to applicable withholdings. Executive shall be eligible to participate in CTS' incentive compensation plans on a basis no less favorable than that of other senior executive officers of CTS and to participate in CTS' pension, retirement savings, health and welfare and other employee benefit plans on a basis consistent with that offered to other salaried employees of CTS, to the extent permitted by law. This Agreement is not intended to and shall not be deemed to be in lieu of any rights, benefits and privileges to which Executive may be entitled as an executive officer and as an employee of CTS, it being understood that Executive shall have the same rights and privileges as other senior executive officers and other salaried employees of CTS, to the extent permitted by law.

3.          Termination of this Agreement.

(a)           Death. In the event of Executive’s death, this Agreement shall terminate at the end of the calendar month during which death occurs. The terms of CTS’ employee benefit plans and of any other plans in which Executive then is a participant shall govern any right or entitlement that Executive's heirs or beneficiaries have or may have thereunder.

(b)           Disability. In the event of Executive's permanent and total disability during the Term, this Agreement shall terminate at the end of the calendar month during which a determination is made of Executive's permanent and total disability. A conclusive determination of Executive's permanent and total disability shall occur when Executive is placed on Permanent Inactive Disability Status under the CTS Corporation Pension Plan or a similar plan in which Executive is then a participant.

(c)           Voluntary Termination by Executive. This Agreement shall terminate at the end of the calendar month during which Executive voluntarily terminates employment with CTS.

(d)           Termination by CTS for Cause. This Agreement shall terminate immediately if Executive's employment with CTS is terminated for Cause by CTS. CTS may terminate Executive's employment for Cause at any time, without prior notice to Executive.  "Cause" shall mean willful neglect or material breach by Executive of the duties of Executive, Executive's gross dishonesty, material violation of CTS policies by Executive, to the substantial detriment of CTS, or any other conduct by Executive which materially prejudices the interests of CTS. Termination pursuant to this paragraph shall result in Executive's immediate forfeiture of all rights and privileges under this Agreement, excluding accrued salary, if any,which shall be immediately due and payable.

(e)           Termination by CTS.  If during the Term, CTS terminates Executive’s employment for any reason other than Cause, as set forth in Section 3(d) above, then CTS agrees to pay Severance Benefits to Executive, for a period of two (2) years beginning on the date which is six (6) months following the Executive’s date of termination of employment (referred to herein as the Severance Period.  Severance Benefits means: (i) the Executive’s base salary in effect at the time of termination of employment and (ii) annual incentive compensation in an amount equal to the Executive’s target annual incentive compensation for the calendar year ending prior to the date of termination of employment under this subparagraph. All base salary payments hereunder shall be made at CTS' regular pay intervals applicable to executive officers during the Severance Period. Incentive compensation will be paid on the first regular pay date next following March 1 of each year during the Severance Period.
 
(f)           Termination by Executive for Good Reason. If Executive terminates employment with CTS for Good Reason during the term, then CTS agrees to pay to the Executive the Severance Benefits in the amount and at the time described in Section 3(e). Good Reason shall mean, unless Cause exists, the occurrence, without the written consent of Executive, of an event constituting a material breach of this Agreement by CTS that has not been fully cured within ten days after written notice thereof has been given to CTS.
 
4.           Notice. Executive agrees that in the event that Executive elects to voluntarily terminate employment with CTS, he shall provide at least six (6) months notice prior to his termination date.

5.           Non-Competition and Non-Solicitation. Executive recognizes that his duties hereunder will entail the receipt of trade secrets and confidential information, which have been developed at substantial cost to CTS and its affiliates and which constitute CTS' valuable and unique property.  Accordingly, Executive agrees that it is reasonable and necessary for the protection of CTS' business interests that Executive not compete with CTS during his term of employment and for a reasonable period thereafter.  For a period of two years following the termination of Executive's service with CTS, Executive shall not, within the geographic areas Executive directly or indirectly oversaw or obtained trade secret or confidential information about while at CTS, including those areas in which CTS' customers are serviced by CTS, (i) perform the same or similar duties Executive performed for CTS; or(ii) on Executive's own behalf or on the behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any person, firm or company to cease doing business with, reduce its business with, or decline to commence a business relationship with, CTS. Executive further agrees not to disclose any trade secrets or confidential information Executive was exposed to while at CTS to any competitor.  This provision shall not be deemed to restrict Executive's passive investment in any business or preclude Executive from serving as a director of any entity which is not in competition with CTS or where such competition is not substantial and Executive obtains the approval of the Board of Directors, which approval may not be unreasonably withheld.  For purposes of this Section 6, CTS shall include any and all direct and indirect subsidiaries, parents, affiliated or related companies of CTS.

Executive agrees that he shall refrain from soliciting or hiring any present or future employee of CTS for employment with another company, and further agrees that this obligation shall survive termination for a period of five (5) years.

6.           Effect on Other Agreements and Policies. This Agreement shall supersede the Employment Agreement entered into by Executive and CTS on October 4, 2005 and as of the Effective Date that agreement shall be deemed terminated and shall be of no further force or effect.  This Agreement shall not affect any other agreements between Executive and CTS pertaining to confidentiality of information, assignment of patents, equity compensation, retirement benefits or indemnification. In general, it is the intent of the parties that Severance Benefits under this Agreement shall not duplicate corresponding payments under any other agreement, policy, plan or arrangement.  In the event Executive is eligible to receive Severance Benefits under this Agreement, Executive shall not be eligible for benefits under CTS' Severance Pay-Exempt Salaried Employees Policy or any successor policy.



In the event that Executive is eligible under the terms of the Severance Agreement entered into by CTS and the Executive on September 19, 2002 (the "Change-in-Control Agreement") to receive Severance Compensation, as defined in the Change-in-Control Agreement, Executive shall not be eligible to receive Severance Benefits under this Agreement.  The relationship between eligibility for benefits under this Agreement and eligibility for benefits under any successor agreement to the Change-in-Control Agreement shall be determined by reference to such successor agreement.

7.           Successors and Assigns. This Agreement may be assigned by CTS to its successors and shall be binding upon its successors. This Agreement may not be assigned by Executive, but applicable benefits hereunder may inure to Executive's heirs or beneficiaries.

8.           Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

9.           Modifications. This Agreement cannot be modified orally.  All modifications to this Agreement must be in a written agreement, signed by the party against whom enforcement of any waiver, change, extension or discharge is sought. To the extent applicable, it is intended that the compensation arrangements under Agreement be in full compliance with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A").  To the extent any provision in this Agreement is or will be in violation of Section 409A, the Agreement shall be amended in such manner as the parties may agree such that the Agreement is or remains in compliance with Section 409A and the intent of the parties is maintained to the maximum extent possible.  Reference to Section 409A includes any proposed, temporary or final regulations, or any other guidance promulgated with respect to such Section by the U.S. Department of the Treasury of the Internal Revenue Service.

10.           Governing Law; Venue; Attorney’s Fees. This Agreement and all questions arising in connection herewith shall be governed by the laws of the State of Indiana, with venue in any court of competent jurisdiction located in the State of Indiana. This Agreement shall be enforceable against CTS and its successors, agents and assignees by Executive or the personal representative of Executive's estate, if Executive is deceased ("the Personal Representative”). If Executive or the Personal Representative is the prevailing party in any legal proceeding brought by Executive or the Personal Representative to enforce this Agreement, Executive or Executive's estate shall be entitled to receive reasonable attorney's fees and expenses from CTS. Similarly, if CTS prevails in any legal proceeding brought by either party to enforce this Agreement, CTS shall be entitled to receive its reasonable attorney's fees and expenses.

CTS CORPORATION



By:______________________________
Roger R. Hemminghaus
Chairman of the Board


EXECUTIVE



By: ____________________________________
Vinod M. Khilnani




 



EX-99.1 CHARTER 3 exhibit99_1.htm EXHIBIT 99.1 exhibit99_1.htm
Exhibit No. 99.1
                                                                                     newsrelease
                    CTS CORPORATION  Elkhart, Indiana 46514h(574) 293-7511


                                June 14, 2007
FOR RELEASE:  Immediately


CTS CORPORATION ANNOUNCES ELECTION OF
NEW PRESIDENT AND CEO


Elkhart, IN…CTS Corporation (NYSE: CTS) today announced the election of Vinod M. Khilnani to the position of President and Chief Executive Officer, effective July 2, 2007.  He will succeed Donald K. Schwanz, current Chairman and CEO.  Mr. Schwanz had previously announced his intent to retire during 2007.  In addition, CTS intends to appoint Roger R. Hemminghaus as Chairman of the Board of Directors.  Mr. Hemminghaus has been an independent CTS Director since 2000 and was Chairman and CEO of Ultramar Diamond Shamrock Corporation before it was acquired by Valero Energy.  Mr. Hemminghaus is also a Director of Xcel Energy, Inc. and Tandy Brand Accessories Corp.  Mr. Schwanz will remain on the Board as Chairman Emeritus through the end of 2007.   It is anticipated that Mr. Khilnani will be appointed to the Board following the 2007 Annual Meeting of Shareholders.

“Don has led CTS through a tremendous transformation during his six year tenure as CEO and has successfully positioned the Company to grow profitably.  On behalf of the Board of Directors and along with the entire CTS team, we wish Don the very best in his retirement,” said Roger Hemminghaus.

Mr. Khilnani, 54, has over 30 years of leadership experience in finance, strategy, mergers and acquisitions and operating roles based in the USA and Europe, including 18 years at Cummins (NYSE:  CMI).  He has served CTS as its Senior Vice President and Chief Financial Officer since 2001.

“I am delighted to accept this appointment and excited about the promising future at CTS with excellent new products and technology, blue chip customers and world-class employees.  I believe we have a tremendous opportunity to leverage CTS’ leadership position to drive growth and create value for all our stakeholders.  I have instituted an active search for my replacement as CFO and will be announcing an interim CFO very soon,” said Vinod Khilnani.

About CTS
CTS is a leading designer and manufacturer of electronic components and sensors and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, computer, communications, medical, defense and aerospace and industrial markets. CTS manufactures products in North America, Europe and Asia. CTS' stock is traded on the NYSE under the ticker symbol "CTS.”  To find out more, visit the CTS Web site at www.ctscorp.com.


Safe Harbor Statement
This press release contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events, and any other statements that are not based solely on historical fact.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  These forward-looking statements are made subject to certain risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements.  For more detailed information on the risks and uncertainties associated with CTS’ business, see the reports CTS files with the SEC.  CTS undertakes no obligation to publicly update its forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.

Contact:                      Vinod M. Khilnani, Senior Vice President and Chief Financial Officer, or
Mitchell J. Walorski, Director Planning and Investor Relations
CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514
Telephone (574) 293-7511                                                      FAX (574) 293-6146



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