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): November 29, 2006
LANDAUER, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9788 06-1218089
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(Commission File Number) (I.R.S. Employer Identification No.)
2 Science Road, Glenwood, Illinois 60425
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(Address of Principal Executive Offices) (Zip Code)
(708) 755-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 29, 2006 the Compensation Committee of the Board of
Directors of Landauer, Inc. (the "Company") approved the annual incentive
compensation awards under the Incentive Compensation Plan for Executive
Officers (the "Plan") for the fiscal year ended September 30, 2006 ("FY
2006"), approved the vesting of previously granted shares and grant of
additional shares of performance stock under the Landauer, Inc. 2005 Long-
Term Incentive Compensation Plan (the "2005 LTI Plan"), and established the
annual base salary of Mr. Saxelby, the President and Chief Executive
Officer for fiscal year 2007.
On December 1, 2006, the Company entered into a Retirement Agreement
with James M. O'Connell, the former Vice President Finance, Treasurer and
Secretary & CFO. The principal terms of the Retirement Agreement are
discussed below.
FY 2005 ANNUAL INCENTIVE COMPENSATION AWARDS
The FY 2006 annual incentive compensation awards for executive
officers were determined by the Compensation Committee based upon the
achievement of Incentive Plan Operating Income compared with Forecast
Incentive Operating Income and achievement of Actual Revenues compared with
Forecast Revenues for the fiscal year.
FY 2006 ANNUAL PERFORMANCE STOCK AWARDS
The FY 2006 annual performance stock awards for executive
officers were determined by the Compensation Committee based upon the
achievement of specified performance goals relating to net income for the
fiscal year ending September 30, 2006.
The following table sets forth FY 2006 incentive compensation awards
and performance stock awards for the Named Executive Officers.
2006
Incentive 2006
Compensation Performance
Name and Position Award Share Award
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William E. Saxelby
President and
Chief Executive Officer $223,125 3,833
James M. O'Connell,
Former Vice President
Finance, Treasurer and
Secretary & CFO
(ceased serving in such
position on October 18, 2006) $103,479 1,232
Jonathon M. Singer
Senior Vice President -
Treasurer, Secretary and
Chief Financial Officer
(commenced employment
October 18, 2006) -- --
Richard E. Bailey
Senior Vice President -
Operations $50,800 513
R. Craig Yoder
Senior Vice President -
Marketing and Technology $110,691 1,540
Gerard P. Bilek
Vice President - Controller $54,308 719
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2007 INCREASES TO BASE SALARY
The Compensation Committee determined the annual base salaries for
2007 for Mr. Saxelby. The amount of salary increase from 2006 will be
$80,000 resulting in a base salary of $430,000 for fiscal 2007.
RETIREMENT AGREEMENT WITH MR. O'CONNELL
The Company entered into a Retirement Agreement with Mr. O'Connell on
November 30, 2005. The Retirement Agreement supersedes the Employment
Agreement dated as of February 29, 1996 between the Company and
Mr. O'Connell.
The Retirement Agreement provides that Mr. O'Connell will serve in a
non-executive officer capacity from October 16, 2006 through January 31,
2007 and that he will retire from employment with the Company, effective
January 31, 2007. On August 10, 2007, the Company will pay Mr. O'Connell
$431,234, less customary deductions in a lump sum payment as required under
his original employment agreement. Medical and other insurance benefits
will continue through July 31, 2008. After that date, Mr. O'Connell will
be eligible for benefits under the company's current retiree medical and
insurance benefits through his 65th birthday. Mr. O'Connell's right to
purchase the shares of Landauer common stock under previously granted stock
option awards shall be exercisable in accordance with terms of the
individual grant agreements. Mr. O'Connell will be entitled to a combined
annual retirement benefit of $109,822.71 pursuant to the terms of the
Landauer, Inc. Retirement Plan and the Supplemental Key Executive
Retirement Plan of Landauer, Inc. Mr. O'Connell will also provide certain
consulting services and will receive reimbursement for legal fees incurred
by him in connection with the Retirement Agreement.
Mr. O'Connell has agreed to certain non-compete and confidentiality
provisions in connection with the Retirement Agreement.
A copy of the Retirement Agreement is attached as Exhibit 10.1 to
this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit.
10.1 Retirement Agreement dated December 1, 2006
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LANDAUER, INC.
Dated: December 1, 2006 /s/ Jonathon M. Singer
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Jonathon M. Singer
Senior Vice President,
Secretary, Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Retirement Agreement Dated December 1, 2006
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