XERIUM TECHNOLOGIES, INC. (NYSE:XRM) Files An 8-K Results of Operations and Financial Condition

XERIUM TECHNOLOGIES, INC. (NYSE:XRM) Files An 8-K Results of Operations and Financial Condition

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Results of Operations and Financial

On May1, 2017, Xerium Technologies, Inc. (the Company) issued a
press release announcing its financial results for the quarter
ended March31, 2017. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report.

The information contained in Item 2.02 of this Current Report,
including Exhibit 99.1, shall not be deemed filed for the
purposes of Section18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section.
Furthermore, the information in Item 2.02 of this Current Report,
including Exhibit 99.1, shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act
of 1933 regardless of any general incorporation language in such

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April27, 2017, the Companys Board of Directors (the Board)
removed Harold Bevis from his role as President and Chief
Executive Officer of the Company. On April28, 2017, the Board
appointed Mark Staton as President and Chief Executive Officer of
the Company, effective immediately. Mr. Staton was also appointed
to the Board, replacing Mr. Bevis.

Mr.Staton, age 57, joins the Company with over 35 years of
experience in the consumer packaging industry, including almost
two decades as an international CEO and business leader. Most
recently, from April 2014 to December 2016, Mr.Staton served as
Executive Chairman of Hoffmaster Group, Inc., an industry leader
in manufacturing premium table top dcor for retail and food
service markets. Previously, from May 2012 to January 2014,
Mr.Staton served as CEO of PaperWorks Industries, Inc., a North
American integrated manufacturer of Coated Recycled paperboard
and folding cartons. In addition, Mr.Staton previously served as
the CEO of DW Finepack, Inc., a premier value added disposable
foodservice packaging supplier, from April 2011 to June 2012;
Associated Packaging Technologies, Inc., the largest independent
company specializing in complete product materials and solutions
for the frozen foods industry, from April 2004 until June 2010;
and Huhtamaki Americas, Inc., an industry leader in both the
rigid consumer packaging markets, as well as a leader in branded
single use disposable packaging in both retail and foodservice
markets, from July 1998 to June 2004. Mr.Staton is a graduate of
the University of the West of England with honors in Business
Studies. Mr.Staton served as a board member of the American
Forest and Paper Association from January 2013 until January 2014
and continues to serve on the board of Hoffmaster Group, Inc.

In connection with his election as President and Chief Executive
Officer, the Company entered into an employment agreement with
Mr.Staton (the Employment Agreement), which has an initial term
of three (3)years and automatically renews for successive one
(1)year periods unless notice of non-renewal is delivered by
either party at least sixty (60)days prior to the expiration of
the applicable term, subject to earlier termination as described

Under the terms of the Employment Agreement, Mr.Staton will
receive an annual base salary of $625,000 and will be eligible
for an annual performance-based bonus with a target award amount
equal to 50% of his base salary. Mr.Staton is also entitled to
receive a one-time signing bonus in an amount equal to $125,000,
certain benefits in connection with his relocation, an $800
monthly automobile allowance and use of a Company-owned country
club membership. The Employment Agreement also provides Mr.Staton
with participation in the Companys annual long-term incentive
award program for 2017, with a target award level of $500,000,
and a special equity incentive opportunity to receive an
additional award of up to 600,000 shares of the Companys common
stock if the Companys stock price attains certain levels within
certain time periods as set forth in the Employment Agreement,
subject to his continued employment with the Company (the Special
Incentive Opportunity).

If the Company terminates Mr.Statons employment without cause or
he resigns for good reason, Mr.Staton will be entitled to receive
as severance payments and benefits (in addition to any earned but
unpaid base salary, accrued but unused vacation, unreimbursed
business expenses and vested benefits to the terms of the
Companys benefit plans and programs)(i) cash severance payments
equal to 1.5 times his annual base salary, (ii)a pro-rated
portion of the annual bonus he would have received for the year
of termination, based upon actual performance for such year and
paid at the same time annual bonuses are generally paid to the
Companys senior executives, (iii)his prior years earned but
unpaid bonus, (iv)any shares earned with respect to the Special
Incentive Opportunity within the six month period after his date
of termination, (v)outplacement services and financial planning
assistance, and (vi)if he elects to continue participating in the
Companys healthcare plans to COBRA, payment of his COBRA premiums
for a period of up to eighteen (18)months following the date of
termination. In addition, Mr.Statons unvested equity awards would
vest solely to the extent provided for under the terms of the
applicable award agreements governing such awards. If Mr.Statons
termination without cause or resignation for good reason occurs
within twenty-four months following a change in control of the
Company, Mr.Statons cash severance payment would be two times his
annual base salary (instead of 1.5 times).

Mr.Statons receipt of any severance payments or benefits under
the Employment Agreement is generally contingent upon his
entering into a customary separation and release agreement with
the Company. The Employment Agreement also contains restrictive
covenants to which Mr.Staton has agreed not to compete with the
Company or solicit the Companys customers or employees for
eighteen (18)months following his termination of employment for
any reason. In addition, the Employment Agreement provides that
any payments received by Mr.Staton under the agreement or
otherwise which would be subject to excise taxes under
Section4999 of the Internal Revenue Code will be reduced to the
extent necessary so that no portion of any such payments will be
subject to the excise taxes if such reduction would result in
Mr.Staton receiving greater net after tax payments.

The foregoing description of the Employment Agreement does not
purport to be a complete description and is qualified in its
entirety by reference to the full text of the Employment
Agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.

Also, on April27, 2017, the Board increased the size of the Board
to eight directors and appointed Mitchell Quain as a director to
fill the newly created vacancy. The Board has not yet appointed
Mr.Quain to serve on any committees. Mr.Quain will receive the
same fees for his service as the Companys other independent

The Companys press release announcing the appointment of
Mr.Staton as President and Chief Executive Officer and the
appointment of Mr.Quain as a director is filed as Exhibit 99.2 to
this Current Report.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.


10.1 Employment Agreement with Mark Staton
99.1 Xerium Technologies, Inc. Earnings Release for the quarter
ended March31, 2017
99.2 Xerium Technologies, Inc. Press Release dated May1, 2017


Xerium Technologies, Inc. (Xerium) is a manufacturer and supplier of over two types of consumable products used in the production of paper: machine clothing and roll covers. The Company markets its products through brands, such as Huyck Wangner, Weavexx, Stowe Woodward, Mount Hope, Robec and Xibe. The Company operates in two segments: machine clothing and roll covers. Its machine clothing segment products include various types of industrial textiles used on paper-making machines and manufactures spreader rolls. Through its roll covers segment, it manufactures various types of roll covers, refurbishes previously installed roll covers, provides mechanical services for the internal mechanisms of rolls used on paper-making machines, and manufactures spreader rolls. In addition, its products are also installed in other industrial applications, such as non-woven and fiber cement machines.

XERIUM TECHNOLOGIES, INC. (NYSE:XRM) Recent Trading Information

XERIUM TECHNOLOGIES, INC. (NYSE:XRM) closed its last trading session down -0.06 at 7.05 with 62,015 shares trading hands.

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