AIRT employment agreement with John Parry dated 10/06/06
Washington,
DC 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)
October 6, 2006
AIR
T,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
0-11720
52-1206400
(State
or
Other Jurisdiction (Commission
File Number) (I.R.S.
Employer
of
Incorporation) Identification
No.)
3524
Airport Road
Maiden,
North Carolina
28650
(Address
of Principal Executive Offices)
(Zip
Code)
(704)
377-2109
(Registrant’s
Telephone Number, Including Area Code)
|
Not
Applicable
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(Former
name or former address, if changed from 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):
Written
communication 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-4c))
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Item
1.01. Entry
into a Definitive Material Agreement
Item
5.02
of this Current Report on Form 8-K is hereby incorporated by
reference.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
October 6, 2006, Air T, Inc. (the “Company”) entered into an Employment
Agreement (the “Employment Agreement”) with John Parry pursuant to which Mr.
Parry will join the Company initially as a Vice President and after a brief
period be named as the Company’s Chief Financial Officer and Vice
President—Finance. For the past five years, Mr. Parry, age 49, has served as the
Chief Financial Officer and Treasurer of Empire Airlines, Inc., which, among
other things, provides air cargo services to Federal Express Corporation, flying
routes principally in the southwest and northwest United States. Prior to
joining Empire Airlines in 2001, Mr. Parry had a 20-year career as a certified
public accountant with a number of regional and national accounting firms.
Mr.
Parry will replace John J. Gioffre as the Company’s Chief Financial Officer and
Vice President-Finance, who will retire in accordance with his previously
announced plans.
Mr.
Parry’s employment agreement provides for employment for a term of three years,
unless earlier terminated as permitted under employment agreement. The
employment agreement provides for an annual base salary of $125,000, which
may
be adjusted upward based on Mr. Parry’s performance, the performance of the
Company and other pertinent factors. In addition, the employment agreement
provides for the payment of annual incentive bonus compensation equal to 1.5%
of
the Company’s consolidated pre-tax net income included in the audited,
consolidated income statement of the Company. The incentive compensation is
to
be paid on or about June 15 of each year, with respect to results achieved
during the previous fiscal year. In the event employment is terminated during
the fiscal year, Mr. Parry would be eligible to receive a pro-rata portion
of
the incentive compensation for that fiscal year, to be paid on or about June
15
following his termination of employment.
The
employment agreement provides that Mr. Parry will have the opportunity to
participate in all life insurance, medical, disability, and other employee
benefit plans sponsored from time to time by the Company and covering its
employees generally or a particular group of its employees of which Mr. Parry
is
a member (including participation by his spouse and dependents to the extent
they are eligible under the terms of such plans), subject to the terms and
conditions of such benefit plans. In addition, Mr. Parry will be entitled to
receive reimbursement for up to $10,000 of moving expenses, four weeks vacation
annually, and a car allowance of four hundred dollars ($400) per month plus
reimbursement for fuel, repair expense and insurance for his primary automobile.
The employment agreement also provides that Mr. Parry will be considered by
the
Nominating Committee of the Company’s Board of Directors for nomination for
election as a director at the Company’s 2007 annual meeting of stockholders and
at subsequent annual meetings of stockholders for so long as he continues to
serve as the Company’s Chief Financial Officer.
The
Company is permitted under the employment agreement to terminate Mr. Parry’s
employment with or without “cause” as defined in the agreement. In the event
that Mr. Parry’s employment is terminated by the Company without cause he would
be entitled to continue to receive his base salary for a period of twelve months
from the date of termination, conditional upon his execution of a release of
claims against the Company.
A
copy of
Mr. Parry’s employment agreement is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. In addition, on October 10, 2006, the Company
issued a press release announcing the hiring of Mr. Parry, which press release
is filed as Exhibit 99.1 hereto and is incorporated by reference
herein.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
10.1 Employment
Agreement dated as of October 6, 2006 between Air T, Inc. and John
Parry
Exhibit
99.1 Press
release of Air T, Inc. dated October 10, 2006
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.
Date:
October 10, 2006
AIR
T,
INC.
By: /s/
John J. Gioffre
John
J.
Gioffre, Vice President-Finance and Secretary
Exhibit
Index
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Exhibit
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Description
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Exhibit
10.1
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Employment
Agreement dated as of October 6, 2006 between Air T, Inc. and John
Parry
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Exhibit
99.1
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Press
release of Air T, Inc. dated October 10,
2006
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