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): December 31, 2008
PALL CORPORATION
(Exact name of registrant as specified in its charter)
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| New York
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001- 04311
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11-1541330 |
(State or other jurisdiction
of incorporation)
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(Commission file number)
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(I.R.S. Employer
Identification No.) |
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2200 Northern Boulevard, East Hills, NY
(Address of principal executive offices)
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11548
(Zip Code) |
(516) 484-5400
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 31, 2008, pursuant to the approval of the Compensation Committee (the
“Committee”) of the Board of Directors of the Company on December 17, 2008, Pall Corporation (the
“Company”) entered into the following amendments to the employment agreements of named executive
officers:
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an amendment to the Employment Agreement dated July 20, 2005 with Eric Krasnoff (the
“Krasnoff Agreement”), the Company’s Chairman and Chief Executive Officer; |
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an amendment to the Employment Agreement dated September 12, 2005 with Roberto Perez,
(the “Perez Agreement”), the Company’s President of Life Sciences; |
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an amendment to the Employment Agreement dated June 1, 2004 with Lisa McDermott (the
“McDermott Agreement”), the Company’s Chief Financial Officer and Treasurer. |
The Krasnoff Agreement, the Perez Agreement and the McDermott Agreement are referred to herein
collectively as the “Agreements”, and the amendments to those agreements effective December 31,
2008 are referred to as the “Amendments.”
Also pursuant to the approval of the Committee, the Company amended and restated the
Supplementary Pension Plan (the “SPP”), effective December 31, 2008.
The Company entered into the Amendments and amended and restated the SPP in order to comply
with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the Treasury Regulations issued thereunder (collectively “Section 409A”).
Section 409A imposes penalties and additional tax on service providers (including employees and
directors) if a nonqualified deferred compensation arrangement does not comply with its provisions,
and requires plans to be in documentary compliance beginning on January 1, 2009.
As required by Section 409A, the amended and restated SPP provides that the monthly pension
under the SPP, which is offset by any payments under the Company’s tax-qualified pension plan,
begins to be offset by such payments at the time that the monthly pension begins under the SPP.
Formerly, the offset began at the time that payments began under the tax-qualified pension plan.
The Amendments to the Agreements include changes directly required by Section 409A such as
providing consistency in time and form of payments upon separation from service regardless of the
reason for the separation. The Amendments also include other changes which are indirect
consequences of the restrictions imposed by Section 409A. Such changes include deleting from the
Krasnoff Agreement a provision that may have allowed for Section 409A noncompliant acceleration and
deferral of compensation in the event of a change in control (which provision was intended to
avoid Mr. Krasnoff’s exposure to certain excise taxes), and replacing it with a provision requiring
payment to Mr. Krasnoff in the event that upon a change in control, due to benefits provided or payments made by the Company, Mr. Krasnoff has an
obligation to pay an excise tax under Section 4999 of the Code. The amount of the payment shall be
an amount such that after payment of all taxes, including any interests and penalties, Mr. Krasnoff
will retain an amount equal to the taxes imposed. The Company provided for the payment in order to
provide incentives for Mr. Krasnoff’s performance and retention in the event of any future change
in control without possible concern for excise taxes.
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In addition, the Amendments add non-solicitation and non-disparagement covenants to the
Agreements, and provide that any severance payments will be contingent upon continuing compliance
with those non-solicitation and non-disparagement covenants as well as the non-compete covenants
already contained in the Agreements. Under the Amendments, severance payments are also contingent
on the applicable officer’s execution of a general release of claims against the Company. The
Company added these conditions to severance payments in order to protect the Company in the event
that an officer separates from service.
Finally, the Perez Amendment revises Mr. Perez’s annual bonus structure so that Mr. Perez’s
annual bonus is determined entirely under the Company Executive Incentive Bonus Plan, rather than
partially by reference to targets specific to the performance of Pall Life Sciences. The Company
determined to change Mr. Perez’s bonus structure in order to provide for parity among named
executive officers and promote teamwork in improving the economic performance of the Company
overall.
The
foregoing descriptions of the Amendments and the amended and restated
SPP do not purport to be complete and are qualified
in their entirety by reference to the full text of the Amendments and the amended and restated
SPP,
which the Company will file as exhibits to its Quarterly Report on
Form 10-Q for the quarterly period ended January 31, 2009.
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