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 20, 2008
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-452 38-1093240
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1136 OAK VALLEY DRIVE
ANN ARBOR, MICHIGAN 48108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 585-9500
(NOT APPLICABLE)
(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On November 20, 2008, we entered into a letter agreement with Edwin L. Buker,
our Chairman, President, and Chief Executive Officer, to induce him to remain in
our employ if the Herrick family were to succeed in reasserting control over the
company at the special meeting of shareholders to be held the following day. The
principal terms of the letter agreement are:
- Mr. Buker's employment agreement is amended to make it clear, as the
parties originally intended, that selection of a majority of the board
of directors by a person conducting an election contest - as would be
the case if the Herricks are successful in electing two directors at
the special meeting of shareholders held November 21, 2008 - would be
a "change of control" under the employment agreement, but would not
entitle Mr. Buker to voluntarily resign thereafter and receive
compensation based on good reason on change of control. If following
such a change of control, Mr. Buker resigns for good reason or is
terminated without cause, he would be entitled to the compensation
payable under the employment agreement based on such events.
- We agreed to make cash retention payments to Mr. Buker in the amount
of $500,000 on each of the 6-, 12-, and 18-month anniversaries of
November 20, 2008 if, on each of those dates, his employment has not
terminated for any reason. If his employment terminates for any reason
before August 13, 2010, any retention payments he has received will be
deducted from any termination payment to which he is entitled.
- We awarded Mr. Buker $1.5 million of phantom shares under our
Long-Term Incentive Cash Award Plan, of which one-third vest and
become payable on each of the 9-, 15- and 21-month anniversaries of
November 20, 2008. Vesting and payment is contingent on his continuing
to be employed on each vesting and payment date, except that all of
the phantom shares will vest and become payable if we terminate his
employment without cause or if he resigns for good reason. This award
is in addition to any annual awards to which Mr. Buker may be
entitled.
For more detailed information about the letter agreement's terms, please
see the copy filed as an exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report:
Exhibit No. Description
- ----------- -----------
10.1 Letter agreement dated November 20, 2008 between Tecumseh Products
Company and Edwin L. Buker
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.
TECUMSEH PRODUCTS COMPANY
Date: November 26, 2008 By /s/ James S. Nicholson
-----------------------------------
James S. Nicholson
Vice President, Treasurer and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Letter agreement dated November 20, 2008 between Tecumseh Products
Company and Edwin L. Buker
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