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DELAWARE
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33-60032
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62-1518973
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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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 5.
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CORPORATE GOVERNANCE AND MANAGEMENT
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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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Under the Original Agreements, the Chief Executive Officer and the Chief Operating Officer were permitted a 30 day window following the first anniversary of a “Change in Control” (as such term is defined in the Amended and Restated Agreement) in which such executive could voluntarily terminate employment with Buckeye for any reason and receive the severance benefits provided in the applicable Original Agreement. This provision was deleted in the Amended and Restated Agreements.
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The Original Agreements provided each executive with a full gross-up for any taxes incurred due to a violation of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code). This gross-up was deleted in each of the Amended and Restated Agreements.
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Under the Original Agreements, the bonus component of the severance payment to which an executive could become entitled was based on the highest bonus paid to such executive in the 3 years prior to the executive’s termination of employment. Under the Amended and Restated Agreements, the bonus component of the severance payment is based on the executive’s target bonus for the year in which the termination of employment occurs.
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Under the Original Agreements, the non-solicitation and non-competition provisions applicable to each executive applied during employment and only continued to apply after the executive’s termination of employment if the executive’s employment was either terminated by Buckeye for “Cause” or by the executive other than for “Good Reason” (as such terms are defined in the Amended and Restated Agreement). Under the Amended and Restated Agreements, the non-solicitation and non-competition provisions apply to an executive during employment and for one year following any termination of the executive’s employment.
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The Original Agreements provided that any payments to an executive upon a “change in control” (as such term is defined under section 280G of the Code) which were in excess of the deduction limit provided under Section 280G of the Code would be capped at the maximum amount which could be paid without imposition of the such limitation. The Amended and Restated Agreements provide that payments to an executive will be capped or uncapped, whichever results in a greater after-tax benefit to the executive.
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The term of each Amended and Restated Agreement was extended until June 30, 2014.
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Cure rights were added to each of the definitions of Cause and Good Reason to permit a breaching party to cure the existence of Cause or Good Reason within 30 days of notification of the act or omission constituting Cause or Good Reason.
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BUCKEYE TECHNOLOGIES INC.
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Steven G. Dean
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Senior Vice President and Chief Financial Officer
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September 19, 2011
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