Kennametal Inc. (NYSE:KMT) 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.
approved Patrick S. Watson to serve as Vice President Finance and
Corporate Controller of the Company effective March 1, 2017. Mr.
Watson will report to Vice President and Chief Financial Officer,
Jan Kees van Gaalen, and will succeed Martha Fusco, who served as
the Companys Corporate Controller since December 1, 2009. Ms.
Fusco will remain with the Company in the role of Vice President
Finance, Industrial Business Segment.
most recently holding the position of Vice President Finance,
Industrial Business Segment. Previously, Mr. Watson served as
Finance Director for the Companys European business from August
2011 to August 2014 and prior to that, served as Director of
Mergers and Acquisitions and Financial Analysis from April 2010
to August 2011.
into an employment agreement with Kennametal, effective as of
March 1, 2017 under the Companys current standard form of
Employment Agreement for executives (Employment Agreement) and
the Companys standard Indemnification Agreement.
specify the executive officers base salary, bonus award, if any,
or any other compensation for services (all of which are
determined and periodically reviewed by our Compensation
Committee). The Employment Agreement includes certain restrictive
covenants prohibiting competition and disclosure of confidential
or proprietary information.
time. In the event of such termination by the Company prior to a
change in control and not for cause (each as defined in the
Employment Agreement), the executive will be entitled to 12
months severance in the form of salary continuation. In the event
of a termination of employment upon or within three years after a
change in control, either by the Company not for cause or by the
executive for good reason (as defined in the Employment
Agreement), the executive will be entitled to severance pay
(calculated in accordance with a formula set forth in the
Employment Agreement) and continued medical, dental, disability
and group insurance benefits. The severance amount is capped to
prevent the imposition of the excise tax on severance payments
imposed by the Internal Revenue Code unless the executive would
be in a better economic position by receiving the full severance
and paying all taxes. The Employment Agreement does not provide
for any tax gross-up by the Company.
indemnification against liability and expenses as are provided in
the Companys Bylaws. In addition, the Indemnification Agreement
provides that the Company will pay expenses (including attorneys
fees) incurred or estimated to be incurred by an
executive-indemnitee in connection with a threatened, pending or
completed action, suit or proceeding in advance of its final
disposition provided the executive-indemnitee agrees to repay to
the Company the amount of such expenses that it is ultimately
determined the individual is not entitled to be indemnified for.
The Indemnification Agreement also provides that the Company
agrees to purchase and maintain certain directors and officers
liability insurance.
|
10.1
|
Form of Executive Officer Agreement as of May 2011
(Exhibit 10.1 of Form 10-Q filed May 13, 2011 is incorporated herein by reference) |
|
10.2
|
Form of Indemnification Agreement for Named Executive
Officers (Exhibit 10.2 of the Form 8-K filed March 22, 2005 is incorporated herein by reference) |
About Kennametal Inc. (NYSE:KMT)
Kennametal Inc. is a supplier of tooling, engineered components and materials consumed in production processes. The Company operates through two segments: Industrial and Infrastructure. The Industrial segment generally serves customers that operate in industrial end markets, such as transportation, general engineering, aerospace and defense. The Infrastructure segment generally serves customers that operate in the earthworks and energy sectors supporting primary industries, such as oil and gas, power generation, underground, surface and hard-rock mining, highway construction and road maintenance. It provides wear-resistant products, application engineering and services backed by material science serving customers across various sectors. The Company’s product offerings include a selection of standard and customized technologies for metalworking, such as metal cutting tools, tooling systems and services, as well as materials, such as cemented tungsten carbide products and super alloys. Kennametal Inc. (NYSE:KMT) Recent Trading Information
Kennametal Inc. (NYSE:KMT) closed its last trading session down -0.38 at 37.59 with 1,700,322 shares trading hands.
