-----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, UT0NUHIuyp1aFQDQ4vkH2kAQk0exEe2Ym6CGz5R8w4r9hgi9uj1Lny3cUxgsC3jg bDdEt/bT5pWjFqz52lr3XQ== 0001157523-06-000739.txt : 20060126 0001157523-06-000739.hdr.sgml : 20060126 20060126170121 ACCESSION NUMBER: 0001157523-06-000739 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060123 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIENDLY ICE CREAM CORP CENTRAL INDEX KEY: 0000039135 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042053130 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13579 FILM NUMBER: 06554231 BUSINESS ADDRESS: STREET 1: 1855 BOSTON ROAD CITY: WILBRAHAM STATE: MA ZIP: 01095 BUSINESS PHONE: 4135432400 MAIL ADDRESS: STREET 1: 1855 BOSTON ROAD CITY: WILBRAHAM STATE: MA ZIP: 01095 8-K 1 a5065839.txt FRIENDLY ICE CREAM CORPORATION, 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) January 23, 2006 FRIENDLY ICE CREAM CORPORATION - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) MASSACHUSETTS (State or Other Jurisdiction of Incorporation) 001-13579 04-2053130 - ----------------------------- ---------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 1855 Boston Road, Wilbraham, MA 01095 - ------------------------------- ---------------------------------------- (Address of Principal Executive Offices) (Zip Code) (413) 731-4000 (Registrant's Telephone Number, Including Area Code) Not Applicable (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 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 1.01 Entry into a Material Definitive Agreement On January 23, 2006, Allan J. Okscin, the Vice President, Corporate Controller of Friendly Ice Cream Corporation (the "Company"), announced his retirement from the Company as of May 31, 2006 (the "Separation Date"). Due to Mr. Okscin's departure, the Company is planning to undertake a reorganization of its finance organization and does not anticipate hiring to fill this position. On January 23, 2006, the Company and Mr. Okscin entered into an agreement which states the terms of Mr. Okscin's continuing relationship with the Company through May 31, 2007. Mr. Okscin has agreed to assist the Company, through May 31, 2007, with questions relating to matters that he was involved with while employed by Friendly's. Pursuant to the terms of the Agreement, Mr. Okscin will receive his current base salary through May 31, 2007, including a car allowance and an amount equal to his executive match as described in the agreement. If certain elections are made, Mr. Okscin is eligible to receive reimbursement of certain COBRA and medical premium payments. A copy of the Memorandum of Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits (c) Exhibits - ---------------- --------------------------------------------------------------- Exhibit Number Exhibit Description - ---------------- --------------------------------------------------------------- 10.1 Memorandum of Agreement dated as of January 23, 2006 - ---------------- --------------------------------------------------------------- 2 SIGNATURE --------- 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. Dated: January 23, 2006 FRIENDLY ICE CREAM CORPORATION By: /s/ PAUL V. HOAGLAND ---------------------------------------------- Name: Paul V. Hoagland Title: Executive Vice President of Administration and Chief Financial Officer EXHIBIT INDEX - ---------------- --------------------------------------------------------------- Exhibit Number Exhibit Description - ---------------- --------------------------------------------------------------- 10.1 Memorandum of Agreement dated as of January 23, 2006 - ---------------- --------------------------------------------------------------- EX-10.1 2 a5065839ex10_1.txt EXHIBIT 10.1 MEMORANDUM OF AGREEMENT ----------------------- Between Allan J. Okscin and Friendly Ice Cream Corporation This acknowledges and documents our mutual agreement concerning your separation from Friendly Ice Cream Corporation ("Friendly's"). This Agreement will confirm various matters concerning your separation from employment so that no misunderstanding exists between you and Friendly's. It is your intention, and the intention of Friendly's, that you will continue in your current position as Vice President, Corporate Controller through and including May 31, 2006 (the "Separation Date"), and your responsibilities and compensation will remain the same as they are on this date. Following the Separation Date, you will no longer be an employee of Friendly's. I. SALARY CONTINUATION ------------------- Following the date hereof, and continuing for twelve months beyond the Separation Date, Friendly's will continue to pay you, at your current base rate of pay and on your current payment schedule, including car allowance and an amount equal to your executive match (the current executive match payment is equal to seven percent (7%) of your current base salary, paid in twelve equal monthly installments, less applicable taxes). The salary you receive will be subject to appropriate statutory deductions and such other deductions normally made for employees of Friendly's. Within ten (10) days after the Separation Date, we will also pay you (i) and amount equal to four (4) weeks' vacation and (ii) the sum of ten thousand dollars ($10,000) in lieu of outplacement services. You will not be eligible to receive any bonus for 2006. From time to time after your separation, you may be contacted with questions relating to matters you have been involved with while employed by Friendly's. You agree to provide your complete cooperation and make all pertinent information regarding these matters available upon request, as well as be personally available, at mutually convenient times, on an as-needed basis. II. BENEFIT/RETIREMENT PLANS ------------------------ Your group medical/dental insurance and other such benefits, if enrolled, end on your last day of active work. To continue medical/dental coverage beyond your Separation Date, you must complete a continuation of coverage (COBRA) application, which will be provided to you. It is your responsibility to make all payments to the COBRA carrier. Notwithstanding anything to the contrary contained herein: >> If you elect to retire and receive retirement benefits, Friendly's will reimburse you an amount equal to the cost of twelve (12) months of retiree medical premiums and twelve (12) months of COBRA dental premiums; or >> If you elect not to retire and receive retirement benefits, Friendly's will reimburse you an amount equal to twelve (12) months of your COBRA payments. Your group life insurance ends on your Separation Date, but if your life insurance is provided through Pacific Mutual Life Insurance Company, it is unaffected by your leaving employment because it is your own personal policy. Payments by Friendly's on your behalf will cease as of your Separation Date. Questions about coverage thereafter or about other matters related to this policy should be referred to Ms. Karen Socola of the AYCO Corporation at (518) 373-7725. IIII. COVENANTS --------- In consideration of the terms set forth in this letter, you agree to the following: 1. You will forever refrain from disclosing or confirming or using in any way, either directly or indirectly, any information concerning insurance, loss claims, loss payments, safety and health conditions, financial condition, strategic planning or other confidential or non-public information relating to Friendly's or its subsidiaries, divisions, parents and affiliates, and any of their agents, employees, directors and officers which you learned or became aware of since the inception of your employment with Friendly's except for information which is generally known by the public, without Friendly's prior written consent, except to the extent required by law. 2. You will turn over to your supervisor all originals and copies of any documents, manuals, plans, equipment, business papers, computer diskettes or other materials relating to Friendly's and its subsidiaries, divisions, parents and affiliates, their agents, employees, directors and officers which are in your control or possession within two days of the Separation Date. 3. You, on behalf of yourself, your spouse, heirs, agents, attorneys, representatives and assigns, hereby release and discharge forever all claims and causes of action of every name and nature that have arisen or might have arisen at any time up to and including the date on which you sign this Agreement (whether known or unknown, accrued, contingent, or liquidated) that you now have or may have against Friendly's, any of its subsidiaries, divisions, parents and affiliates, or any of the aforementioned entities' agents, employees, directors, and officers, including but not limited to, any claims relating to your employment with Friendly's and the termination thereof; any claims based on statute, regulation, ordinance, contract or tort; any claims arising under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"), or any other federal, state, or local law relating to employment discrimination, harassment, or retaliation; any claims relating to wages, compensation, or benefits; and any related claims for attorney's fees, except that you do not release Friendly's from claims for payments and other benefits related to this Agreement. 4. You agree not to file a lawsuit in any court of the United States or any State thereof concerning any matter released in this Agreement or from participating in an age discrimination investigation or proceeding conducted by any such agency. However, by signing this Agreement, you acknowledge that you are waiving your right to money damages and any other relief should any agency pursue claims on your behalf arising out of or relating to your employment with and/or separation from Friendly's. -2- 5. The parties agree to forever refrain from taking any action or making any statement which brings discredit upon or disparages the other party (including, with respect to Friendly's, its services or products, or any of its directors, officers, employees, or agents). 6. If either party breaches any of the terms of this Agreement, the non-breaching party may be entitled to recover from the breaching party all costs, fees, and expenses (including attorney's fees) as may be awarded by a court of competent jurisdiction under applicable law and if Friendly's prevails as a non-breaching party, it will be entitled to recover what it has paid you under this Agreement. 7. Nothing contained in this Agreement shall be deemed to create a contract for employment for the period beginning on the date hereof and ending on the Separation Date. You will remain an employee at will, and your employment may be terminated at any time for any reason. In the event you or Friendly's choose to terminate your employment prior to the Separation Date, the date that your employment is terminated will replace May 31, 2006, as the Separation Date. V. ENTIRE AGREEMENT ---------------- This is the entire agreement between us and any prior agreements or understandings, whether oral or written, are entirely superseded by this Agreement and you have not relied upon any other agreement or representation not found in this Agreement. We each have voluntarily accepted the terms as sufficient without reservation. This Agreement may only be modified by a written agreement signed by you and an officer of Friendly's. Pursuant to its obligations under the ADEA, Friendly's advises you to consult with an attorney prior to executing this agreement. You have 21 days from the date of receipt of this document in which to consider this agreement. In addition, you may revoke this agreement for seven days following its execution, but only by delivering a written revocation notice to Friendly's Vice President of Human Resources. This agreement shall not become effective or enforceable until the seven-day revocation period has expired. By signing this Agreement, you acknowledge that you have read and fully understand all of its provisions and that you are signing it voluntarily. You also acknowledge that you are not relying on any representations by any representative of Friendly's concerning the meaning of any aspect of this Agreement. In the event, after the execution of this Agreement but before all payments to you have been made, Friendly's determines that you have engaged in any fraudulent or illegal activity related to Friendly's not actually known to Friendly's prior to the execution of this Agreement, Friendly's shall have the right to terminate its remaining obligations under this Agreement, declaring it null and void. Each party hereto agrees that they are fully authorized and have all of the requisite right, power, and authority to enter into this Agreement, which is fully binding upon and enforceable against the respective parties hereto in accordance with its terms. -3- This Agreement is made and entered into in the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced, and governed by the laws of the Commonwealth of Massachusetts. If the above is in agreement with your understanding, please sign and keep one copy of this document for your records and return one copy to me. ACCEPTED AND AGREED TO AS OF THIS 23rd DAY OF JANUARY, 2006. FRIENDLY ICE CREAM CORPORATION By: /s/ Garrett J. Ulrich ----------------------------------------------------- Garrett J. Ulrich Vice President, Human Resources By: /s/ Allan J. Okscin ----------------------------------------------------- Allan J. Okscin -4- -----END PRIVACY-ENHANCED MESSAGE-----