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
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Date
of Report (Date of earliest event reported)
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April
15, 2010
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Oil-Dri
Corporation of America
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-12622
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36-2048898
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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410
North Michigan Avenue
Suite
400
Chicago,
Illinois
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60611-4213
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(312)
321-1515
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(Former
name or former address, if changed since last
report.)
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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.
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(e) On
April 15, 2010, Oil-Dri Corporation of America (the “Registrant”) and Brian K.
Bancroft, a former executive officer of the Registrant, amended a previously
disclosed agreement entered into in connection with Mr. Bancroft’s departure
from the Company. The departure was effective February 1,
2010. The amendment converts to a lump sum certain post-termination
compensation the Company agreed to pay Mr. Bancroft and implements certain other
changes. The foregoing summary is qualified in its entirety by
reference to the full and complete terms of the amendment, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated
herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description of Exhibits | |
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10.1
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Letter
Agreement, dated April 15, 2010, between the Registrant and Brian K.
Bancroft
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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.
| OIL-DRI CORPORATION OF AMERICA | |||
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By:
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/s/ Charles P. Brissman | |
| Charles P. Brissman | |||
| Vice President and General Counsel | |||
Date:
April 16, 2010
Exhibit
Index
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Exhibit
Number |
Description of Exhibits |
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10.1
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Letter
Agreement, dated April 15, 2010, between the Registrant and Brian K.
Bancroft
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Exhibit
10.1
April 15,
2010
Brian K.
Bancroft
3332 Tall
Grass Drive
Naperville,
Illinois 60564
Dear
Brian:
The following is an amendment (this
“Amendment”) of the letter agreement, dated January 11, 2010 (the “Original
Agreement”), between Brian K. Bancroft and Oil-Dri Corporation of
America. Capitalized terms used in this Amendment without express
definition have the respective meanings ascribed to those terms in the Original
Agreement. In consideration of the mutual promises set forth in this
Amendment, You and Oil-Dri agree to amend the Original Agreement as
follows:
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1.
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You
hereby accept from the Company a check in the amount of $43,740.00,
representing the Company’s one-time payment of the gross amount of
$68,000.00, less (i) legally required withholding and deductions and (ii)
an amount equal to the aggregate active employee contributions provided
for in paragraph number seven (7) of the Original Agreement for the period
from April 1 to July 31, 2010, in full discharge and complete satisfaction
of the Company’s obligations to You under paragraph number two (2) of the
Original Agreement.
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2.
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Paragraph
number five (5) and paragraph number six (6) of the Original Agreement are
hereby deleted in their entirety. All references in the
Original Agreement to either paragraph shall be deemed to refer to
paragraph number two (2) of the Original
Agreement.
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3.
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The
first sentence of paragraph number sixteen (16) of the Original Agreement
is hereby deleted and replaced by the following two
sentences:
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You will
direct all reference inquiries to Kevin M. Breese. In response to any
reference inquiries directed to Mr. Breese, the Company will confirm your dates
of employment and your positions held while employed and, if asked, will confirm
that it is the Company’s policy not to provide additional
information.
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4.
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Paragraph
number seventeen (17) of the Original Agreement is hereby deleted and
replaced as follows:
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You and
The Company agree that they will not make any disparaging statements about one
another, their respective work, products, services, skills, management and/or
practices, to any third party or to any individuals within their respective
organizations or households, specifically including, without limitation, any
past,
Brian K.
Bancroft
April 15,
2010
Page 2 of
3
present
or prospective employee, employer, customer, client, supplier, vendor or the
public.
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5.
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Paragraph
number eighteen (18) of the Original Agreement is hereby deleted in its
entirety.
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Except as
expressly amended in items 1 through 5 above, all other terms and conditions of
the Original Agreement are unchanged and the Original Agreement, as amended by
this Amendment, remains in full force and effect.
In consideration of your execution of
this Amendment, the Company, for itself and its acquisitions, predecessors,
successors, or past or present subsidiaries, past or present officers, past or
present directors, past or present agents, past or present employees, and past
or present assigns, hereby waives and releases and promises never to assert any
claims or causes of action, whether or not now known, against You, your heirs,
administrators, executors, successors, agents, attorneys, representatives or
assigns, with respect to any matter, including, but not limited to, any matter
arising out of or in connection with, or in any way relating to your employment
with the Company, any and all past, present or future debts, demands, actions,
causes of action, suits, accounts, covenants, contracts, claims, damages
(including, but not limited to, punitive, contractual, extra-contractual and/or
consequential damages, and any and all claims for costs, expenses and/or
attorneys’ fees), and any and all claims, demands and liabilities whatsoever, of
every kind and nature, both at law and in equity, known or unknown, whether or
not recognized or hereinafter recognized in this jurisdiction or in any other
jurisdiction, said claims and demands being hereby barred and released for all
time.
In consideration of the Company’s
execution of this Amendment, You, for yourself and your heirs, administrators,
executors, successors, agents, attorneys, representatives and assigns, hereby
waive and release and promise never to assert any claims or causes of action,
whether or not now known, against the Company, its acquisitions, predecessors,
successors, or past or present subsidiaries, past or present officers, past or
present directors, past or present agents, past or present employees, and past
or present assigns, with respect to any matter, including, but not limited to,
any matter arising out of or in connection with, or in any way relating to your
employment with or termination by the Company, any and all past, present or
future debts, demands, actions, causes of action, suits, accounts, covenants,
contracts, claims, damages (including, but not limited to, punitive,
contractual, extra-contractual and/or consequential damages, and any and all
claims for costs, expenses and/or attorneys’ fees), and any and all claims,
demands and liabilities whatsoever, of every kind and nature, both at law and in
equity, known or unknown, whether or not recognized or hereinafter recognized in
this jurisdiction or in any other jurisdiction, said claims and demands being
hereby barred and released for all time.
The releases in the immediately
preceding two paragraphs are general releases. You and the Company
understand that these general releases do not constitute a release by either You
or the Company of any claims that cannot be waived by law or that may arise
after the date of this Amendment, nor do they prohibit You or the Company from
seeking enforcement of the terms contained in the Original Agreement, as amended
by this Amendment.
Brian K.
Bancroft
April 15,
2010
Page 3 of
3
The offer of this Amendment is deemed
accepted only when (i) your counsel, Vittorio F. Terrizzi, presents a
fully-executed counterpart of this Amendment to the Company’s counsel, Thomas G.
Hancuch, and (ii) Mr. Hancuch immediately in return presents Mr. Terrizzi with a
live, valid and enforceable check, payable to You and drawn on an account
sufficient to cover its payment, in the amount specified in item 1
above. The exchange provided for in the immediately preceding
sentence must take by the close of business on Friday, April 16,
2010. Any modification or alteration of any terms of this Amendment,
or receipt of the Amendment by the Company after that date, voids the Amendment
in its entirety.
| OIL-DRI CORPORATION OF AMERICA | |||
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By:
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/s/ Charles P. Brissman | |
| Charles P. Brissman, Vice President and General Counsel | |||
| Oil-Dri Corporation of America | |||
| 410 North Michigan Avenue, Suite 400 | |||
| Chicago, Illinois 60611-4213 | |||
| Accepted and agreed to: | ||||
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/s/
Brian K. Bancroft
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Date:
April 15, 2010
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Brian
K. Bancroft
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