HAYNES INTERNATIONAL,INC. (NASDAQ:HAYN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 of Form8-K, this Form8-K/A is being filed solely to provide information called for in Item 5.02(c)(3)of Form8-K that had not been determined at the time of filing of the Original Form8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June1, 2018, the Company entered into an Interim Executive Employment Agreement (the “Employment Agreement”) with Michael L. Shor, its interim President and Chief Executive Officer. to the Employment Agreement, Mr.Shor agrees to serve as the interim President and Chief Executive Officer of the Company until his successor is elected by the Board of Directors and to devote his full business time and attention to rendering his services under the Employment Agreement. Mr.Shor will be entitled to (a)receive a base salary at a rate of $400,000 per year, (b)participate in the Company’s 2018 Management Incentive Plan (“MIP”) with a $250,000 target bonus which will be prorated based on the number of months he serves as interim President and Chief Executive Officer; provided that he will not be eligible for any bonus amount in excess of the pro-rated target bonus regardless of the performance of the Company or the achievement of the performance metrics under the MIP at a level greater than target, (c)a grant of 5,000 shares of restricted stock issued under the Company’s 2016 Equity Incentive Plan (the “Plan”), (d)a grant of an option to purchase 15,000 shares of the Company’s Common Stock issued to the Plan and (e) reimbursement of travel and housing expenses incurred in commuting to and form and working in Kokomo, Indiana. The restricted stock and options will vest upon the earliest of the completion of Mr.Shor’s tenure as interim President and Chief Executive Officer, one year from the grant date and Mr.Shor’s death or Disability, as defined in the Plan. Mr.Shor will also be entitled to participate in the Company’s benefit plans and programs provided to Company executives generally, subject to eligibility requirements and other terms and conditions of those plans.
The Employment Agreement provides for certain non-solicitation, non-disparagement, confidentiality and cooperation undertakings. The foregoing summary 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 will be filed with the Company’s report on Form10-Q for the quarterly period ended June30, 2018.