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 17, 2009
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
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34-0577130 |
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(I.R.S. Employer Identification No.) |
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of Principal Executive Offices) (Zip Code)
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
Amended and Restated Severance Agreements
On
December 17, 2009, The Timken Company (the “Company”) and certain members of management,
including the principal executive officer, the principal financial officer and the named executive
officers entered into Amended and Restated Severance Agreements (the “Agreements”). The Agreements
were amended to revise the calculation of the amount of the severance payment the officers would be
entitled to receive upon a qualifying termination of employment by the Company not in connection
with a Change in Control of the Company (as defined in the Agreements). Under the amended
Agreements, the amount will be equal to a multiple of (A) the officer’s base salary plus (B) an
amount equal to (i) the officer’s target incentive pay for the year in which the officer’s
employment is terminated, multiplied by (ii) the highest percentage of the officer’s target
incentive pay (not to exceed 100%) paid to the officer in any of the five years immediately
preceding the year in which the officer’s employment is terminated. A multiple of two is used for
the Chief Executive Officer and the Chairman of the Board of Directors, and a multiple of one and
one-half is used for the other named executive officers. The summary of the Agreements described
above is qualified in its entirety by reference to the form of such agreements attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Exhibits.
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10.1 |
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Form of Amended and Restated Severance Agreement |
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