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): March 18, 2008 (March 12, 2008)

POINT BLANK SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13112	11-3129361
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2102 SW 2nd Street, Pompano Beach, Florida	33069
(Address of principal executive office)	(Zip Code)

(954) 630-0900

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨ 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 March 12, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Point Blank Solutions, Inc. (the “Company”) approved payment of an annual cash bonus to the Chief Executive Officer of the Company. The Committee also approved payment of annual cash bonuses to certain other employees of the Company, including the Company’s Named Executive Officers (as such term is defined in Item 402 of Regulation S-K), after a review of performance for the fiscal year ended December 31, 2007. The following table sets forth the cash bonuses paid to each of the Named Executive Officers:

Officer	Position	Bonus
Larry R. Ellis	Chief Executive Officer and President	$	700,000
James F. Anderson	Senior Vice President and Chief Financial Officer and	$	215,000
John C. Siemer	Chief Operating Officer and Chief of Staff	$	225,000
Samuel B. White	Head of Global Sales	$	175,000

In addition, on March 12, 2008, the Committee granted Deferred Stock Awards (“DSAs”) to certain employees of the Company, including the Named Executive Officers, under the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Plan”). These awards were made in recognition of the employees’ significant accomplishments and dedicated efforts during 2007, with a view toward retention and further aligning the employees’ interests with the interests of the Company’s stockholders. Each DSA represents the contingent right to acquire one share of the Company’s common stock. The DSAs vest in their entirety on March 12, 2011, which is the third anniversary of the grant date, and the shares become deliverable on the first business day following the vesting date. Additionally, the DSAs will vest immediately if the Company experiences a “change in control” (as defined in the 2007 Plan) and, within twenty-four months following such change in control, the employee is terminated without “cause” or terminates his employment for “good reason” (as such terms are defined in the employee’s employment agreement with the Company). A copy of the Form of Deferred Stock Award Agreement subject to the 2007 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The following table sets forth the DSAs awarded to the Company’s Named Executive Officers:

Officer	Position	DSAs Granted
Larry R. Ellis	Chief Executive Officer and President	100,000
James F. Anderson	Senior Vice President and Chief Financial Officer	50,000
John C. Siemer	Chief Operating Officer and Chief of Staff	50,000
Samuel B. White	Head of Global Sales	50,000

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On March 12, 2008, the Committee adopted the 2008 Annual Incentive Plan (the “Plan”). Pursuant to the Plan, all employees, including the Named Executive Officers, but excluding the Company’s Chief Executive Officer and President (whose bonus will be determined outside of the Plan), are eligible to receive cash bonuses for achievement of pre-set performance targets by the Company. Notwithstanding the foregoing, the Committee retains discretion under the Plan to limit participation in the Plan to one or more sub-groups of the Company’s employees.

Under the Plan, an aggregate pool of funds (the “Pool”) will be established for payment of bonuses based upon the Company’s achievement of certain financial and non-financial goals. The Plan’s financial goals are based upon the rate of achievement by the Company of a target adjusted EBITDA (calculated as earnings before interest, taxes, depreciation, amortization, certain non-recurring professional fess and non-cash stock compensation), and revenue levels. The level of achievement of the adjusted EBITDA target is weighted at 75% and the level of achievement of the revenue target is weighted at 25% in determining the financial goals.

Based upon the rate of achievement of the financial goals, the Pool will be preliminarily calculated as follows:

Financial Goal Performance Level	Pool Funding
Below 75% of target	No funding
Between 75% and 100%	Funding between 50% and 100% of the target Pool
Between 100% and 125%	Funding between 100% and 150% of the target Pool
Between 125% and 150%	At the Committee’s discretion, the Pool may be funded up to 200% of the target Pool

After determination of the preliminary Pool based upon the Company’s achievement of the financial goals, the Committee may adjust the amount of the Pool, in the Committee’s discretion, based upon the level of achievement of certain non-financial goals. The Plan’s non-financial

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goals include (i) improvements in the Company’s research and development, (ii) increases in the Company’s international sales, (iv) improvements in the Company’s supply chain management, and (v) continued compliance with Securities and Exchange Commission filing requirements (which combined criteria may result in an increase or decrease of the Pool by up to 25%).

As a guide, the Committee has adopted a range of certain percentages of each participant’s annual salary in determining the contribution by the Company to the Pool for each participant, as well as such participant’s individual bonus payout under the Plan. The guidance amounts that determine the Company’s Pool contribution for each individual participant and the bonus payout amounts that each participant may receive are based upon competitive market levels and the Company’s internal equity considerations. However, neither the guidance amount of the Company’s contributions to the Pool for each individual participant nor the individual bonus payouts is binding upon the Committee in determining the final aggregate amount of the Pool and payout for each participant.

The following table sets forth the applicable guidance percentages for the Company’s individual funding contributions to the Pool and individual payouts for the Company’s Named Executive Officers, excluding the Company’s Chief Executive Officer and President, that were adopted under the Plan:

Officer	Target Bonus	Maximum Bonus
James F. Anderson, Senior Vice President and Chief Financial Officer	50% of base salary	100% of base salary
John C. Siemer, Chief Operating Officer and Chief of Staff	50% of base salary	100% of base salary
Samuel B. White, Head of Global Sales	50% of base salary	100% of base salary

Bonus payouts under the Plan will occur after certification of the achievement of the performance criteria by the Committee, which in the case of the financial goals, will be based upon the 2008 audited financial statements of the Company. Final bonus payouts for the above individuals will be determined by the Committee based upon recommendations by the Company’s Chief Executive Officer based upon evaluations of individual performance under the Company’s performance management system and assessments of relative contributions.

On March 12, 2008, the Board of Directors of the Company approved amendments to the employment agreements between the Company and each of John C. Siemer and Samuel B. White, originally dated as of September 28, 2006, and November 1, 2006, respectively. The amendments are effective as of March 17, 2008. The amendments to each of the employment agreements provide certain benefits to each of Mr. Siemer and Mr. White in the event of termination of his employment. Each of Mr. Siemer and Mr. White will now be entitled to receive 12 months annual base salary and his target bonus, if any, for the fiscal year in which his employment is terminated by the Company without “cause” or by him with “good reason” (as

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such terms are defined in their respective employment agreements), and they will be eligible to participate in the Company’s benefit program. These amendments were made to bring Mr. Siemer’s and Mr. White’s employment agreements into conformity with the employment agreements of the other Named Executive Officers. Copies of the amendments are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Deferred Stock Award Agreement

10.2 Amendment to Employment Agreement between John C. Siemer and the Company

10.3 Amendment to Employment Agreement between Samuel B. White and the Company

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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.

POINT BLANK SOLUTIONS, INC.
By:	/s/ John C. Siemer
Name:	John C. Siemer
Title:	Chief Operating Officer and Chief of Staff

Dated: March 18, 2008

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
10.1	Form of Deferred Stock Award Agreement
10.2	Amendment to Employment Agreement between John C. Siemer and the Company
10.3	Amendment to Employment Agreement between Samuel B. White and the Company

EX-10.1

Exhibit 10.1

POINT BLANK SOLUTIONS, INC.

DEFERRED STOCK AWARD AGREEMENT

THIS DEFERRED STOCK AWARD AGREEMENT (“Award Agreement”) is made and entered into as of [            ] (the “Date of Grant”), by and between Point Blank Solutions, Inc. (the “Company”), and [            ] (the “Officer”).

SECTION I

BACKGROUND

A. The Board of Directors of the Company (the “Board”) has adopted policies (the “Policy”) for compensating Executive Officers of the Company.

B. The Board has previously approved the Company’s 2007 Omnibus Equity Incentive Plan (“Plan”) pursuant to which Deferred Stock Awards (as defined in the Plan) may be granted to certain eligible persons, which include the Executive Officers.

C. The Officer is an employee of the Company.

D. The Company desires to grant to the Officer deferred stock award units in accordance with the Plan.

E. Pursuant to the Plan, the Company and the Officer agree to the terms and conditions set forth below.

SECTION II

AGREEMENT

1. Grant of Units. The Company grants to the Officer, [    ], [    ] units (the “Units”), with each Unit representing the right to receive one (1) share of the Company’s common stock, $0.001 par value per share (“Share”), subject to the terms, conditions, and adjustments set forth in this Award Agreement.

2. Vesting Date. One hundred percent (100%) of the Units awarded will vest on the third anniversary of such Date of Grant (the “Vesting Date”), provided the Officer maintains employment with the Company.

3. Payment.

(a) Award Payable In Shares. Subject to early termination of this Award Agreement pursuant to Section 4 or 5 below, on the first business day following the Vesting Date the

Company will transfer to the Officer one Share for each Unit in which the Officer is vested. Notwithstanding the foregoing, if the Officer separates from service as an employee of the Company other than in connection with events described in Section 4 or 5 below, the Officer shall have no further rights or interest in the Units.

(b) Dividend Equivalents. The amount payable hereunder shall not include any payment on account of dividend equivalent payments or dividend credit rights.

(c) Voting Rights. The Officer shall have no voting rights with respect to the Shares represented by the Units awarded hereunder prior to delivery thereof pursuant to Section 3(a).

4. Death or Becoming Disabled. Notwithstanding anything to the contrary contained herein, if, prior to the Vesting Date, the Officer dies or becomes Disabled (defined below), the Officer shall become 100% vested in this award and the Company shall transfer to the Officer (or to the Officer’s beneficiary, if the Officer has died) the number of Shares representing the number of Units in which the Officer is then vested hereunder. Such transfers shall be made as soon as practicable following such death or becoming Disabled (but not more than 45 days following such death or becoming Disabled.) For this purpose, “Disabled” shall mean being unable to serve as an employee of the Company by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of at least twelve (12) months. Any determination of whether the Officer is Disabled shall be made by a majority of the Board of the Company.

5. Change in Control. Notwithstanding anything to the contrary contained herein or in the Plan (including, without limitation, Section 8(a)(iv) of the Plan), in the event (a) a Change in Control (as defined in the Plan) occurs prior to the Vesting Date and prior to the Officer’s death or becoming Disabled, and (b) within twenty-four (24) months of such Change in Control, the Officer either terminates his employment for “Good Reason” or is terminated by the Company without “Cause” (as such terms are defined the Officer’s employment agreement), then the Officer shall become 100% vested in this award and the Company shall transfer to the Officer the number of Shares representing the number of Units the Officer holds hereunder. Such transfers shall be made on the first business day following such termination.

6. Securities Law Requirements. The Company shall not be required to issue its Shares pursuant to this Award Agreement unless and until (a) such Shares have been duly listed upon each stock exchange on which the Company’s common stock is then registered, (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective, and (c) such issuance is not prohibited under the rules of the Securities Act of 1933.

7. Non-Transferability. Neither this award nor any rights under this Award Agreement may be assigned, transferred, or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance, except as herein authorized, will be void and of no effect.

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8. Tax Withholding and Reporting. The Company shall have the right to withhold from amounts otherwise payable to Officer the minimum withholding taxes as may be required by law, or to otherwise require Officer to pay such withholding taxes. The Company shall file all required tax information returns in respect of payments hereunder.

9. Choice of Law. This Award Agreement will be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Award Agreement to another jurisdiction.

An authorized representative of the Company has signed this Award Agreement, and the Officer has signed this Award Agreement to evidence the Officer’s acceptance of the award on the terms specified in this Award Agreement, all as of the Date of Grant.

POINT BLANK SOLUTIONS, INC.
By:
Name:	Larry Ellis
Title:	CEO and President
OFFICER
	[    ]

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EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment (“Amendment”) to the Employment Agreement, effective as of March 17, 2008, is made by and between John C. Siemer (the “Executive”) and Point Blank Solutions, Inc. (alone or together with all divisions, subsidiaries, and groups, the “Company”) and amends that certain employment agreement, dated September 28, 2006, (the “Employment Agreement”), between the Executive and Point Blank Solutions, Inc. Except as so amended, the Employment Agreement otherwise remains in full force and effect.

WHEREAS, the parties previously entered into the Employment Agreement to provide for the Executive’s services as Chief Operating Officer and Chief of Staff of the Company; and

WHEREAS, the Executive and the Company desire to amend the Executive’s Employment Agreement on the terms set forth herein to establish certain payments due to the Executive on termination by the Company of Executive’s employment other than for Cause, death or disability, or termination by Executive for Good Reason;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. AMOUNT PAYABLE TO EXECUTIVE ON TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY, OR TERMINATION BY EXECUTIVE FOR GOOD REASON

Section 7.6(b) is hereby amended and restated in its entirety to read as follows:

(b) Other than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment, other than for Cause, death or disability, or if the Executive terminates his employment for Good Reason, the Company shall, subject to the Executive’s continued full performance of his obligations set forth in Section 5 hereof, in addition to the amounts payable under paragraph (a) above, pay to the Executive (or his estate, beneficiary or legal representative) in twelve equal monthly installments commencing on the first day of the month following the date of termination, the sum of (x) the Executive’s annual base salary then in effect, plus (y) the Executive’s target bonus, if any, for the fiscal year in which the date of termination occurs. In addition, the Executive and the Executive’s eligible spouse, dependents and beneficiaries will continue to be eligible to participate in the company’s health, medical, disability, life and other insurance plans (subject to the Executive’s making required contributions to such plans) for a period of twelve months following the date of termination (or the Company will provide equivalent benefits for such period), provided that all such continuing benefits shall cease upon the date on which the Executive becomes eligible to receive comparable benefits from a subsequent employer.

[Signature Page Follows]

EXECUTION COPY

IN WITNESS WHEREOF, this Amendment to Employment Agreement has been signed by the parties hereto on the date set forth below.

POINT BLANK SOLUTIONS INC.	JOHN C. SIEMER
By
Date	Date

[Signature Page to Amendment to Siemer Employment Agreement]

EX-10.3

Exhibit 10.3

EXECUTION COPY

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment (“Amendment”) to the Employment Agreement, effective as of March 17, 2008, is made by and between Samuel B. White (the “Employee”) and Point Blank Solutions, Inc. (alone or together with all divisions, subsidiaries, and groups, the “Company”) and amends that certain employment agreement, dated November 1, 2006, (the “Employment Agreement”), between the Employee and Point Blank Solutions, Inc. Except as so amended, the Employment Agreement otherwise remains in full force and effect.

WHEREAS, the parties previously entered into the Employment Agreement to provide for the Employee’s services as Executive Vice President – Global Sales, Marketing and R&D of the Company; and

WHEREAS, the Employee and the Company desire to amend the Employee’s Employment Agreement on the terms set forth herein to establish certain terms of the Employee’s employment and certain payments due to the Employee on termination of said employment;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. TERMINATION

Section 7 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

7. Termination.

7.1 Death or Disability. This Agreement shall terminate automatically upon the Employee’s death or upon a determination by the Board of Directors to terminate the Employee’s employment as a result of his disability during the Employment Period. For purposes of this Agreement, “disability” shall mean a physical or mental disability that prevents or can be reasonably expected to prevent the performance by the Employee of his duties hereunder for a continuous period of 90 days or longer in any 12-month period. Determination of disability shall be supported by the report of an independent physician reasonably acceptable to the Company and the Employee (or his representative), taking into account competent medical evidence, and otherwise shall be in accordance with the Americans with Disabilities Act and other applicable laws.

7.2 Termination by the Company. The Company may terminate the Employee’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean the Employee’s (i) engaging in fraudulent or dishonest conduct (as determined by a finding, order, judgment or decree in any court or administrative agency of competent jurisdiction, in any action or proceeding whether civil, criminal, administrative or investigative) that the Board reasonably determines has or would have a material adverse impact on Company, its affiliates or their respective

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EXECUTION COPY

businesses; (ii) conviction of, or entering a plea of nolo contendere to, a felony criminal offense or comparable level of crime in any jurisdiction that uses a different nomenclature; (iii) willful refusal to perform his material employment-related duties or responsibilities or intentionally engaging in any activity that is in material conflict with or is materially adverse to the business interests of the Company, its affiliates or their respective businesses; (iv) gross negligence in the performance of his material employment-related duties or responsibilities; or (v) breach of any material provision of this Agreement (in the case of (iii), (iv) and (v) above, that is not cured by the Employee within 30 days following receipt by the Employee of notice from the Company setting forth in reasonable detail the circumstances giving rise to such Cause). A termination for Cause shall include a determination by the Board no later than 45 days following the termination of the Employment Period that circumstances existed during the Employment Period that would have justified a termination for Cause. A termination of the Employee by the Company shall not be a termination for Cause for purposes of this Agreement unless the determination to so terminate the Employee’s employment is made by a resolution of the Board (excluding the Employee) following a meeting convened upon not less than 10 days notice to the Employee and at which the Employee and his legal counsel, if any, shall have had a reasonable opportunity to be heard by the Board.

7.3 Termination by the Employee. The Employee may terminate his employment with or without Good Reason. For purposes of this Agreement “Good Reason” means, without the Employee’s written consent: (i) a material diminution of the Employee’s duties and responsibilities, or the assignment of responsibilities that are materially inconsistent with his position and responsibilities hereunder; (ii) a reduction of the Employee’s base salary, annual bonus or long-term compensation opportunity (it being understood that a reduction of the dollar amount of the Employee’s annual bonus from year to year solely as a result of achievement or failure to achieve target performance objectives shall not constitute a reduction in the Employee’s bonus opportunity) or of the benefits made available to the Employee as described herein; (iii) requiring the Employee’s primary place of business to be located other than in south Florida (Broward, Dade or Palm Beach counties) or in the vicinity of the Employee’s home residence address; (iv) a material breach by the Company of any other provision of this Agreement, in each case that is not cured by the Company within 30 days after its receipt from the Employee of written notice setting forth in reasonable detail the circumstances giving rise to such Good Reason.

7.4 Termination Procedures. Any termination of the Employee’s employment by the Company or by the Employee shall be communicated to the other party by a notice of termination given in accordance with this Agreement. For purposes of this Agreement, a “notice of termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination under such provision; (iii) subject to this paragraph, specifies the date of termination (as defined below). For purposes of this Agreement, “date of termination” means (a) if the Employee’s employment is terminated other than for Cause or by reason of death or disability, 90 days following the receipt of the notice of termination, and (b) if

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EXECUTION COPY

the Employee’s employment is terminated for Cause or by reason of death or disability, the date of death or the date of the Board’s determination of Cause or of the Employee’s disability, in accordance with this Agreement, provided that the Company may elect to pay the Employee (at the rate of his base salary then in effect) in lieu of part or all of such notice period preceding the date of termination.

7.5 Effect of Termination. Effective as of any date of termination or, if earlier, as of any date specified by the Company at or following the delivery of a notice of termination, the Employee shall resign, in writing, from all Board memberships and all other positions held by him with the Company and its affiliates.

7.6 Obligations of the Company upon Termination. (a) General. If, during the Employment Period, the Employee’s employment terminates for any reason, the Employee (or his estate, beneficiary or legal representative) shall be entitled to receive (i) any earned or accrued but unpaid base salary through the date of termination (including with respect to accrued and unused vacation time), and (ii) all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company (other than relating to severance) in which the Employee was a participant during his employment with the Company in accordance with the terms thereof (including, without limitation, amounts deferred under deferred compensation and similar plans, if any).

(b) Other than for Cause, Death or Disability; Good Reason. If, during the Employment Period, the Company terminates the Employee’s employment, other than for Cause, death or disability, or if the Employee terminates his employment for Good Reason, the Company shall, subject to the Employee’s continued full performance of his obligations set forth in Section 5 hereof, in addition to the amounts payable under paragraph (a) above, pay to the Employee (or his estate, beneficiary or legal representative) in twelve equal monthly installments commencing on the first day of the month following the date of termination, the sum of (x) the Employee’s annual base salary then in effect, plus (y) the Employee’s target bonus, if any, for the fiscal year in which the date of termination occurs. In addition, the Employee and the Employee’s eligible spouse, dependents and beneficiaries will continue to be eligible to participate in the company’s health, medical, disability, life and other insurance plans (subject to the Employee’s making required contributions to such plans) for a period of twelve months following the date of termination (or the Company will provide equivalent benefits for such period), provided that all such continuing benefits shall cease upon the date on which the Employee becomes eligible to receive comparable benefits from a subsequent employer.

[Signature Page Follows]

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EXECUTION COPY

IN WITNESS WHEREOF, this Amendment to Employment Agreement has been signed by the parties hereto on the date set forth below.

POINT BLANK SOLUTIONS INC.	SAMUEL B. WHITE
By
Date	Date

[Signature Page to Amendment to White Employment Agreement]