Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
At the time that
He will also enter into an officer's employment agreement with
• General.
attention to the business and affairs of
• Term. There is no predetermined term.
• Non-competition/non-disclosure. UnlessKennametal provides prior consent in writing, ifKennametal terminates his employment without cause, then for one year after the date of termination,Mr. Cardenas cannot, in any geographic area in whichKennametal is offering its services and products: (a) directly or indirectly engage in; or (b) assist or have an active interest in; or (c) enter the employ of, or act as agent for, or advisor or consultant to, any entity which is or is about to become directly or indirectly engaged in any business that is competitive with any business of the Company or any of its subsidiaries or affiliates in which the executive is or was engaged. In the event that (i)Mr. Cardenas voluntarily terminates his employment; or (ii)Mr. Cardenas' employment is terminated for reason of a Change in Control or any other reason, the aforementioned non-compete obligation is two years after the date of termination. However, in case of termination for any reason,Mr. Cardenas cannot disclose any ofKennametal's confidential or trade secret information. • Assignment of Inventions.Mr. Cardenas must assign toKennametal all inventions conceived or made during his employment withKennametal . • Termination.Mr. Cardenas' employment may be terminated by either party at any time, for any reason or no reason at all; provided, that the Company may only terminateMr. Cardenas' employment with the approval and authorization of the Board. • Severance. IfMr. Cardenas has been employed with the Company for a minimum of two years, and if (with Board authorization)Kennametal involuntarily terminatesMr. Cardenas' employment prior to a change in control and not for cause, he will be entitled to 12 months of severance. • Change in Control. The agreement provides for payments toMr. Cardenas if he resigns for good reason or if he is terminated by the Company without cause within six months prior to a change in control of the Company, or within 24 months following a change in control of the Company. In this event, he will receive a payment equal to two times his base salary and two times his target bonus. 2
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Form of Executive Officer Agreement as ofApril 2018 (Exhibit 10.60 of Form 10-K filedAugust 10, 2018 is incorporated herein by reference) 10.2 Form of Indemnification Agreement for Named Executive Officers (Exhibit 10.2 of the Form 8-K filedMarch 22, 2005 is incorporated herein by reference) 99.1 Press Release datedJanuary 30, 2020 3
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KENNAMETAL INC. Date: January 30, 2020 By: /s/ Michelle R. Keating Michelle R. Keating Vice President, Secretary and General Counsel 4
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