Headwaters Incorporated (NYSE:HW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 23, 2016, Headwaters Incorporated (“Headwaters”) entered into an amendment to the existing Executive Change in Control Agreement, dated as of September 30, 2006, as amended November 18, 2010 and August 5, 2011 (the “Agreement”), with Mr. William H. Gehrmann, III (the “Amendment”).
The Amendment principally provides for payment of either (1) the severance pay and benefits described in the Agreement in the event Mr. Gehrmann’s employment with Headwaters or its successor terminates for any reason during the first thirty six (36) months following a Change in Control (as defined in the Agreement), subject to certain conditions, or (2) a retention bonus in the event Mr. Gehrmann continues employment with Headwaters or its successor through such 36-month period. The retention bonus would be payable within thirty (30) days following the end of the 36-month period, and would equal the amount of severance pay that would be payable if Mr. Gehrmann had terminated employment immediately following the Change in Control. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 99.17.3 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.17.3 Third Amendment to Executive Change in Control Agreement, dated as of November 23, 2016, by and between Headwaters Incorporated and William H. Gehrmann, III.