form8k.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 and Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 17, 2008
NALCO
HOLDING
COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32342
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16-1701300
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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1601 W.
Diehl Rd., Naperville, IL 60563
630-305-1000
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement
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On July
17, 2008, Nalco Company (the “Company”), a subsidiary of Nalco Holding Company,
entered into an Employment Letter Agreement with David Flitman to serve as
Executive Vice President and President, Industrial and Institutional Services.
A copy of the Agreement is filed with this report
as Exhibit 99.1. The material terms and conditions of the Agreement are
summarized in Item 5.02 below
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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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Effective
August 19, 2008, Nalco Company (the “Company”), a subsidiary of Nalco Holding
Company, entered into an Employment Agreement with David Flitman to serve as
Executive Vice President and President, Industrial and Institutional Services.
The Employment Agreement is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Base Salary
Mr.
Flitman will receive an annual base salary of $420,000.
Annual Incentive Plan under the Company’s Management
Incentive Plan and Stock Incentive
Plan
Mr.
Flitman will be eligible to participate in the
Company’s Management Incentive Plan (“MIP”) and equity grants under the 2004
Stock Incentive Plan (“SIP”). Under the MIP, his annual bonus will have a target
amount of 70% of his base salary pro-rated for the portion of the year during
which he is employed, with a range of award to be earned of 0% to 200% of target
based on actual performance in accordance with the terms of the MIP. Under the
SIP the awards will represent approximately 130% of base
salary.
Initial Cash and Equity Grants
Mr. Flitman will receive a one-time cash payment of
$205,000. The Company intends to grant Mr. Flitman restricted shares having a
fair value of approximately $1.2 million that vest on the second anniversary of
the date of grant, subject to Mr. Flitman’s continued employment on the vesting
date. The stock awards are expected to be made on September 8, 2008. Mr. Flitman
will also receive a transition grant of performance shares having a fair market
value of $1.3 million, vesting over three years based on performance criteria
established for that period. The restricted shares will accelerate and vest on a
change of control or termination for reasons not constituting just
cause.
Severance
Upon Mr. Flitman’s involuntary termination without Cause
or voluntary termination for Good Reason, Mr. Flitman’s severance benefits under
the Agreement will include:
(i) a severance payment equal to one and one half
times the sum of Mr. Flitman’s then current base salary plus his then-current
target bonus amount under the MIP;
(ii) continued participation for eighteen months in the
Company’s medical and dental plans at active employee rate(s);
and
(iii) a pro rata bonus under the MIP for the termination
year based on actual performance for the year.
Confidential Information, Nonsolicitation,
Noncompetition
Mr. Flitman will comply with various covenants
prohibiting disclosure of confidential information, solicitation of customers
and employees, and engaging in competitive activity.
New
Responsibilities
Also
effective August 19, 2008, Mary Kay Kaufmann will be given new responsibilities
as Group Vice President, Chief Marketing Officer and Louis L. Loosbrock will be
given new responsibilities as Group Vice President, Business Development for the
Company.
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Item
9.01.
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Financial Statements
and Exhibits
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The
following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
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Press
Release announcing the appointment of David Flitman as Executive Vice
President and President, Industrial and Institutional Services and other
management changes.
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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.
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NALCO
HOLDING COMPANY
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/s/
Stephen N. Landsman
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Secretary
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Date:
July 22, 2008