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 Officers

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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 Officers
Item 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.


About Headwaters Incorporated (NYSE:HW)

Headwaters Incorporated is a building materials company operating in the building products and construction materials sectors. The Company sells building products, such as manufactured architectural stone, siding accessory products, roof products and concrete block. The Company’s operating segments include building products, construction materials and energy technology. It also markets coal combustion products (CCPs), including fly ash, which is used as a partial replacement for Portland cement in concrete. The Building Products segment is engaged in designing, manufacturing and marketing of siding accessories used in residential repair and remodeling, and new residential construction applications. The Materials segment markets fly ash in the construction materials sector. The Energy Technology segment is involved in heavy oil upgrading processes through the sale of its HCAT catalyst material. It sells catalytic materials to certain refineries engaged in heavy oil upgrading.

Headwaters Incorporated (NYSE:HW) Recent Trading Information

Headwaters Incorporated (NYSE:HW) closed its last trading session down -0.06 at 23.70 with 1,662,667 shares trading hands.