UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 17, 2008
UNITED STATES LIME & MINERALS, INC.
(Exact name of registrant as specified in its charter)
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TEXAS
(State or other jurisdiction of
incorporation)
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0-4197
(Commission File Number)
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75-0789226
(IRS Employer Identification No.) |
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5429 LBJ FREEWAY, SUITE 230, DALLAS, TEXAS
(Address of principal executive offices)
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75240
(Zip Code) |
(972) 991-8400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS. |
On December 17, 2008, United States Lime & Minerals, Inc. (the “Company”) and Timothy W.
Byrne, the President and Chief Executive Officer of the Company, entered into a new Employment
Agreement, effective as of January 1, 2009 (the “New Employment Agreement”). The New Employment
Agreement replaces Mr. Byrne’s existing Employment Agreement, dated as of May 2, 2003, as amended
by Amendment No. 1, dated as of December 29, 2006. At the same time, the Company and Mr. Byrne
also entered into a Cash Performance Bonus Award Agreement, dated as of January 1, 2009 (the
“EBITDA Bonus Award Agreement”), to govern Mr. Byrne’s cash EBITDA bonus opportunity for each year
during the term of the New Employment Agreement. The descriptions of the New Employment Agreement
and the EBITDA Bonus Award Agreement that follow are qualified in their entirety by reference to
the New Employment Agreement and the EBITDA Bonus Award Agreement set forth as Exhibit A thereto,
which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
herein in response to this Item 5.02.
Mr. Byrne’s employment under the New Employment Agreement will commence on January 1, 2009,
and will continue until December 31, 2013, and for successive one-year periods thereafter, unless
he or the Company gives at least one year’s prior written notice of intent not to renew his
employment term or Mr. Byrne’s employment terminates earlier as provided in the Agreement. Under
the New Employment Agreement, Mr. Byrne will continue to serve as the Company’s President and Chief
Executive Officer, a member of its Board of Directors, and a member of the Board’s Executive
Committee.
Pursuant to the New Employment Agreement, Mr. Byrne will be entitled to an annual base salary
of at least $350,000; an objective annual cash EBITDA bonus opportunity of up to 100% of his
then-current base salary based on the attainment of specified annual EBITDA targets set forth in
the EBITDA Bonus Award Agreement; specified grants of options and restricted stock on the last
business day of each year; and annual discretionary cash bonuses determined by the Compensation
Committee of the Board. In addition, Mr. Byrne will be entitled to participate in the Company’s
employee health insurance, life insurance, sick leave, long-term disability, 401(k) plan, and other
fringe benefit programs; to receive a payment each January 1 of at least $50,000 to fund a life
insurance/retirement/ savings arrangement; and to have the Company pay his annual/periodic club
membership dues/assessments for a single country club/social club in the Dallas, Texas area. Mr.
Byrne will also be entitled to reimbursement of business expenses, four weeks paid vacation each
year, and use of a Company car.
In the event that Mr. Byrne’s employment with the Company terminates during the term of the
New Employment Agreement, Mr. Byrne will be entitled to receive certain post-termination base
salary and severance payments. Depending upon the timing and circumstances of Mr. Byrne’s
termination, such payments will range from (i) two months’ additional base salary if Mr. Byrne
gives at least three months’ prior written notice of his intent to terminate, to (ii) two times the
aggregate of Mr. Byrne’s annual base salary, benefits, and bonuses if the Company terminates Mr.
Byrne’s employment prior to a Change in Control (as defined) or after two years after a Change in
Control, to (iii) up to three times the aggregate of Mr. Byrne’s annual base salary, benefits, and
bonuses if the Company terminates Mr. Byrne’s employment within two years after a Change in Control
or Mr. Byrne terminates his employment within nine months after a Change in Control. All
post-termination payments to Mr. Byrne are subject to the limitations of Sections 409A and 280G of
the Internal Revenue Code. Mr. Byrne is entitled to no additional base salary or severance
payments if his employment terminates as a result of Cause (as defined), due to non-renewal of the
term of employment prior to a Change in Control, or because of Mr. Byrne’s death or disability.
Under the New Employment Agreement, Mr. Byrne continues to be subject to various
confidentiality, covenant not to compete, and no raid or solicitation restrictions. Except for
alleged violations by Mr. Byrne of those restrictions, the Company and Mr. Byrne have agreed to
arbitrate any disputes that may arise under the Agreement.
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