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): March 22, 2007
_________________________________
(Exact
name of registrant as specified in its charter)
________________________________
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Delaware
(State
or other jurisdiction of incorporation)
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1-13970
(Commission
File Number)
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35-1848094
(IRS
Employer Identification No.)
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1330
Win Hentschel Boulevard, Suite 250, West Lafayette,
Indiana
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47906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (765) 807-2640
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________________________________
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
March 22, 2007, Chromcraft
Revington, Inc. (the “Company”) and Richard J. Garrity entered into a written
Employment Agreement (the “Employment Agreement”).
Under
the Employment Agreement, Mr.
Garrity will serve as a Senior Vice President of the Company. He will have
general responsibility over supply chain management of the Company and will
have
such other authority, duties and responsibilities as may from time to time
be
reasonably prescribed. His base salary will be $225,000 per calendar year
(pro-rated for any partial year of employment), as may be increased from time
to
time.
The
initial term of Mr. Garrity’s
employment under the Employment Agreement will begin on April 1, 2007 and will
end on the one-year anniversary of his first day of employment with the Company.
Upon the expiration of the initial term, the Employment Agreement will be
automatically renewed on the same terms and conditions for successive one-year
terms, unless Mr. Garrity’s employment has been terminated earlier or unless
either the Company or Mr. Garrity provides to the other a written non-renewal
notice.
Mr.
Garrity will be entitled to
participate in all employee benefit and incentive compensation plans and
programs generally available to executive officers of the Company other than
its
Chief Executive Officer. During the term of the Employment Agreement, the target
award level of any short term incentive compensation award granted to Mr.
Garrity will not be less than 40% of his base salary. Within 60 days following
the commencement of the initial term of Mr. Garrity’s employment, the Company
will grant to Mr. Garrity an award of 7,500 shares of restricted common stock
of
the Company. The shares of restricted common stock will be eligible to vest
in
equal increments of 2,500 shares each on December 31, 2007, 2008 and 2009 on
the
condition that Mr. Garrity is employed by the Company on each respective vesting
date. Mr. Garrity also will be reimbursed for certain relocation expenses and
will receive an automobile allowance of $1,000 per month.
In
addition to a non-renewal of the
Employment Agreement described above, Mr. Garrity’s employment may be
terminated, subject to a limited right to cure under certain circumstances,
(i)
by the Company with or without cause, (ii) by Mr. Garrity with or without good
reason, (iii) upon Mr. Garrity’s death or disability, or (iv) by Mr. Garrity
following a change in control of the Company.
If
Mr. Garrity’s employment is
terminated by the Company for cause or by Mr. Garrity without good reason,
then
the Company will, except under certain circumstances, pay Mr. Garrity a
severance payment in a single lump sum equal to his base salary (calculated
as a
monthly amount) for three months. If his employment is terminated by the Company
without cause or by Mr. Garrity for good reason, then the Company will pay
Mr.
Garrity a severance payment equal to his base salary (calculated as a monthly
amount) for a period of the earlier of (i) twelve months following his last
day
of employment with the Company or (ii) his first day of a new position with
another party.
If
Mr. Garrity’s employment is
terminated by the Company upon the occurrence of a disability of Mr. Garrity,
then the Company will pay him a single lump sum equal to his base salary
(calculated as a monthly amount) for three months. If Mr. Garrity terminates
his
employment under certain circumstances following a change in control of the
Company, then the Company will pay Mr. Garrity a severance payment equal to
his
base salary (calculated as a monthly amount) for a period of the earlier of
(i)
twelve months following his last day of employment with the Company or (ii)
his
first day of a new position with another party.
2
If
the Company determines not to renew
the Employment Agreement, it will pay Mr. Garrity a severance payment equal
to
his base salary (calculated as a monthly amount) for a period of the earlier
of
(i) twelve months following his last day of employment with the Company or
(ii)
his first day of a new position with another party. If Mr. Garrity determines
not to renew the Employment Agreement, then the Company will pay him a severance
payment in a single lump sum equal to his base salary (calculated as a monthly
amount) for three months.
The
severance payments described above
which are payable in monthly amounts may be reduced or eliminated entirely
under
certain circumstances.
Upon
any termination of Mr. Garrity’s
employment (other than following a change in control of the Company), all
outstanding awards of cash bonuses, stock options, restricted stock and other
incentive compensation (whether cash or equity based) shall vest and be paid
or
distributed to, or be exercisable by, as the case may be, Mr. Garrity or, if
applicable, his estate or authorized representative, in accordance with (i)
the
incentive compensation plan applicable to the such award (an “Incentive Plan”),
(ii) the applicable written agreement between the Company and Mr. Garrity
relating to an incentive compensation award (an “Award Agreement”), or (iii) in
the absence of an Incentive Plan or an Award Agreement relating to a particular
award, as determined by the Board of Directors (or a committee thereof) or
the
Chairman of the Company. If Mr. Garrity terminates his employment under certain
circumstances following a change in control of the Company, all outstanding
awards of cash bonuses, stock options, restricted stock and other incentive
compensation (whether cash or equity based) shall vest and be paid or
distributed to, or be exercisable by, as the case may be, Mr. Garrity
simultaneously with the change in control unless expressly provided otherwise
in
(i) the applicable Incentive Plan, or (ii) the applicable Award
Agreement.
Under
certain circumstances following a
termination of Mr. Garrity’s employment, the Company is required to reimburse
Mr. Garrity for the premiums associated with continued coverage pursuant to
COBRA for himself and/or his spouse and legal dependents under the Company’s
group health plan for up to twelve months following his last day of
employment.
While
Mr. Garrity is employed by the
Company and for a period of one year thereafter, the Employment Agreement
prohibits Mr. Garrity from competing against the Company or its subsidiaries
or
affiliates, from soliciting any customers or employees of the Company or its
subsidiaries or affiliates and from requesting any customer, supplier, vendor
or
others doing business with the Company or its subsidiaries or affiliates to
change their relationship with any of them. At all times while Mr. Garrity
is
employed by the Company and thereafter, he is subject to certain confidentiality
covenants.
3
The
foregoing is only a brief description of the Employment Agreement, does not
purport to be complete and is qualified in its entirety by reference to the
Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form
8-K.
Item
8.01. Other Events.
On
March 26, 2007, the Company issued a
press release announcing the appointment of Richard J. Garrity to the
position of Senior Vice President of the Company. The press release is furnished
with this report as Exhibit 99.1.
The
information in such press release
is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 and shall not be incorporated by reference into any filing by the
Company under the Securities Act of 1933 or the Securities Exchange Act of
1934,
except as otherwise expressly stated in such filing.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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10.1
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Employment
Agreement dated March 22, 2007 between Chromcraft Revington, Inc.
and
Richard J. Garrity (filed herewith)
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99.1
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Press
Release of Chromcraft Revington, Inc. dated March 26, 2007 announcing
the
appointment of Richard Garrity as Senior Vice President (furnished
herewith)
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*
*
*
4
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 hereunto
duly authorized.
Date:
March 28, 2007
CHROMCRAFT
REVINGTON,
INC.
By:
/s/
Frank T. Kane
Frank
T.
Kane
Senior
Vice President
- Finance
and
Chief Financial
Officer
5
EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Employment
Agreement dated March 22, 2007 between Chromcraft Revington, Inc.
and
Richard J. Garrity
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99.1
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Press
Release of Chromcraft Revington, Inc. dated March 26, 2007 announcing
the
appointment of Richard Garrity as Senior Vice
President
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6