form8-k.htm


 
 
 
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): March 26, 2009
 
 
 
STANDARD PACIFIC CORP.
(Exact Name of Registrant as Specified in Charter)
 
 
 
         
Delaware
  
1-10959
  
33-0475989
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
     
26 Technology Drive
Irvine, California
  
92618
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (949) 789-1600
 
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:
 
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))
 
 
ITEM 5.02
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
On March 26, 2009, the Company entered into an Employment Agreement with its Chief Operating Officer, Scott D. Stowell.  The employment agreement outlines Mr. Stowell’s duties, sets forth an annual base salary of $750,000, eligibility for Company health and welfare benefits, provides the potential for the payment of a discretionary annual bonus, and provides for the payment of a $2.5 million retention bonus.  The retention bonus will be payable after December 31, 2010, assuming Mr. Stowell remains an employee of the Company through such date; provided, however, that Mr. Stowell will be entitled to receive the retention bonus at an earlier date if his employment with the Company is terminated without cause or if he terminates his employment for good reason.  In addition, following December 31, 2009, the Company's Compensation Committee, in the exercise of its discretion, may pay Mr. Stowell up to twenty-five percent of the retention bonus in advance of when it would otherwise be paid. This employment agreement supersedes and replaces the change-in-control agreement Mr. Stowell entered into with the Company on December 1, 2006.
    
A copy of Mr. Stowell’s employment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
(d)
Exhibits
 
     
10.1
  
Scott D. Stowell Employment Agreement
 
 

 
 
 

 
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.
 
Date: March 31, 2009
 
     
STANDARD PACIFIC CORP.
   
By:
  
/s/ Kenneth L. Campbell
   
Kenneth L. Campbell
Chief Executive Officer and President
 

 
 
 

EXHIBIT INDEX
 
     
EXHIBIT
NUMBER
  
DESCRIPTION
   
10.1
  
Scott D. Stowell Employment Agreement