UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JULY 17, 2006
DYNCORP INTERNATIONAL LLC
(Exact name of registrant as specified in charter)
DELAWARE 333-127343 52-2287126
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8445 FREEPORT PARKWAY, SUITE 400, IRVING, TEXAS 75063
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (817) 224-1460
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:
[ ] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 17, 2006, DynCorp International LLC (the "Company"), a wholly owned
subsidiary of DynCorp International Inc. ("DI Inc."), entered into an employment
agreement with Herbert J. Lanese, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference. The summary description of the employment
agreement that follows is qualified in its entirety by reference to the
employment agreement.
The employment agreement is for an initial term of four years commencing on
July 17, 2006 and ending at midnight on July 17, 2010. Following the initial
term, the employment agreement is automatically renewed for additional one-year
periods each July 17 unless either the Company or Mr. Lanese delivers written
notice of intent not to renew at least 90 days prior to the effective date of
any renewal. Mr. Lanese will receive an annual base salary of $800,000 and will
be eligible to receive additional incentive compensation of up to $1,000,000 per
year based on the achievement of performance targets established by the
compensation committee of the board of directors of DI Inc.
If Mr. Lanese's employment is terminated without "cause" by the Company or
if he resigns for "good cause," as those terms are defined in the employment
agreement, in addition to receiving accrued base salary and accrued and unused
vacation earned through the date of termination and a prorated portion of his
annual bonus based on the Company's projected performance through the date of
termination, after executing an irrevocable waiver and release of claims, Mr.
Lanese will be entitled to:
1) a payment equal to two times the sum of his base salary and target
bonus for the year of termination, payable in two equal lump sum
payments, the first on the first payroll date that is six months
following the date of termination and the second on the first payroll
date that is twelve months following the date of termination;
2) to the extent that the Company adopts a stock option plan in the
future, exercise any vested stock options to purchase stock in the
Company or any equivalent or similar vested rights that appreciate or
tend to appreciate as the value of the Company's common stock
appreciates for a period of 90 days; and
3) reimbursement from the Company for the same portion of his health
insurance premium that the Company paid during his employment until
the earlier of (i) the last day that he is entitled to health care
continuation coverage under the Consolidated Omnibus Budge
Reconciliation Act of 1985 and (ii) the date on which he becomes
covered under any other group health plan (as an employee or
otherwise).
If Mr. Lanese's employment is terminated for any other reason or if he
resigns without "good cause" other than retirement, death or disability, neither
he nor his estate will be entitled to any severance payments other than accrued
salary and accrued and unused vacation earned through the date of termination.
If Mr. Lanese retires, dies or becomes disabled, he or his estate, in addition
to receiving accrued base salary and accrued and unused vacation earned through
the date of termination, after executing an irrevocable waiver and release of
claims, will be entitled to (i) receive a pro rata portion of his annual bonus
based on the Company's projected performance through the date of termination and
(ii) to the extent that the Company adopts a
stock option plan in the future, exercise any vested stock options to purchase
stock in the Company or any equivalent or similar vested rights that appreciate
or tend to appreciate as the value of the Company's common stock appreciates for
a period of 90 days.
On July 17, 2006, the operating agreement of the DI Inc.'s controlling
stockholder, DIV Holding LLC ("DIV"), was amended and Mr. Lanese was granted an
indirect equity interest in DI Inc. through the issuance of a 1.6% Class B
interest in DIV. This Amendment No. 4 to the Amended and Restated Limited
Liability Company Operating Agreement of DIV is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
3.1 Amendment No. 4 to the Amended and Restated Limited Liability Company
Operating Agreement of DIV Holding LLC. (Previously filed as an
exhibit to DynCorp International Inc.'s Form 8-K filed with the SEC on
July 19, 2006.)
10.1 Employment Agreement effective as of July 17, 2006, between DynCorp
International LLC and Herbert J. Lanese. (Previously filed as an
exhibit to DynCorp International Inc.'s Form 8-K filed with the SEC on
July 19, 2006.)
SIGNATURES
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.
DynCorp International LLC
Date: July 19, 2006 /s/ Michael J. Thorne
---------------------------
Michael J. Thorne
Senior Vice President, Chief Financial Officer and
Treasurer