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): August 21, 2006
DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 000-21788 62-1040440
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
One Cotton Row, Scott, Mississippi 38772
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (662) 742-4000
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 communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Exhibits.
SIGNATURES
EXHIBIT DESCRIPTION
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10.1 Amended and Restated Employment
Agreement, dated August 25, 2006, by and
between the Company and W.T. Jagodinski
10.2 Severance Protection Agreement, dated
August 23, 2006, by and between the
Company and Kenneth M. Avery
10.3 Severance Protection Agreement, dated
August 24, 2006, by and between the
Company and R.D. Greene
10.4 Severance Protection Agreement, dated
August 21, 2006, by and between the
Company and Charles R. Dismuke, Jr.
10.5 Severance Protection Agreement, dated
August 24, 2006, by and between the
Company and William V. Hugie
10.6 Form of Severance Protection Agreement, dated
August 24, 2006, by and between the
Company and James H. Willeke, and as
entered into by and between the Company
and certain other executives
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 18, 2006, Delta and Pine Land Company (the "Company") filed
a Form 8-K describing employment and severance protection agreements (the
"Agreements") offered to certain of the Company's executive officers. The
Agreements have now been entered into and the prior description is repeated
below, along with the date of execution.
On August 25, 2006, the Company entered into an amended and restated
employment agreement with W.T. Jagodinski, the Company's President and
Chief Executive Officer (the "Amended Employment Agreement"). The Amended
Employment Agreement amended and restated the employment agreement between
the Company and Mr. Jagodinski dated September 1, 1997, as modified by a
letter agreement dated January 14, 1998 (the "Prior Employment Agreement").
The term of the Amended Employment Agreement, which is the same as
that of the Prior Employment Agreement, is for a two year period that
renews each day unless either party gives prior written notice of the
intention to terminate the automatic extensions. Except as the result of a
Change in Control or in anticipation of a Change in Control (as such terms
are defined in the Amended Employment Agreement), either party can
terminate the Amended Employment Agreement upon three months notice (the
Company may also terminate the Amended Employment Agreement upon thirty
days notice if Mr. Jagodinski is unable to perform his duties due to
illness or incapacity for a continuous period of six months or for a total
of eight months or more during any twelve month period).
The Prior Employment Agreement provided for an annual base salary of
$150,000, as may be increased by the Board of Directors of the Company and
which may not be decreased, and eligibility to receive a bonus consistent
with standard practices of the Company in paying bonuses to other executive
officers. Under the Amended Employment Agreement, Mr. Jagodinski is subject
to the same compensation provisions except that his base salary is listed
at $400,000, which is the level to which the Board of Directors had
previously increased his base salary. Mr. Jagodinski will also have the
same entitlement to health and welfare, retirement and fringe benefits
under the Amended Employment Agreement as provided in the Prior Employment
Agreement, including use of a Company-provided vehicle.
Pursuant to the Prior Employment Agreement, following a Change in
Control or in Anticipation of a Change in Control, if Mr. Jagodinski
terminated employment for any reason or if the Company terminated Mr.
Jagodinski other than for cause or disability (as such terms are defined in
the Prior Employment Agreement), he would be entitled to receive (1) an
amount equal to the largest base salary and bonus paid over the previous
five calendar years, (2) twelve monthly payments equal, in the aggregate,
to one half of his largest base salary and bonus paid over the previous
five calendar years, (3) an amount equal to twenty percent of his largest
base salary and bonus paid over the previous five calendar years for
purposes of obtaining outplacement services, (4) continuation of health and
welfare benefits, at the Company's cost (in addition to the right to COBRA
coverage) for twenty-four months following the date of the termination, (5)
continued use of a Company-provided cellular phone, secretarial assistance,
voice mailbox, mail drop service and vehicle for twenty-four months
following the date of the termination, (6) continued coverage under
directors and officers liability insurance policy for at least thirty-six
months and (7) the right to a cash payment in lieu of receiving shares of
Company stock for exercisable options that Mr. Jagodinski elects to
surrender.
Pursuant to the Amended Employment Agreement, if Mr. Jagodinski is
employed by the Company at the time of a Change in Control or has been
terminated by the Company in Anticipation of a Change in Control, then upon
a Change in Control, Mr. Jagodinski will be entitled to receive (1) an
amount equal to earned but unpaid base salary plus a pro rata portion of
his highest bonus earned in any of the five prior fiscal years, (2) an
amount equal to three times base salary (determined at the time of the
Change in Control) plus his highest bonus earned in any of the five prior
fiscal years, (3) an amount equal to twenty percent of the sum of base
salary (determined at the time of the Change in Control) plus his highest
bonus earned in any of the five prior fiscal years for purposes of
obtaining accounting services, (4) the value of the excess of Mr.
Jagodinski's benefit under the Company Retirement Plan if he were to be
credited with an additional three years of service and his actual benefit
at the time of the Change in Control, (5) continuation of health and
welfare benefits at the Company's cost (in addition to the right to COBRA
coverage) for thirty-six months following the date of the Change in
Control, (6) continued use of a Company-provided cellular phone,
secretarial assistance, voice mailbox, mail drop service, laptop computer,
email account and vehicle and continued coverage under directors and
officers liability insurance policy, for thirty-six months after the Change
in Control and (7) the right to a cash payment in lieu of receiving shares
of Company stock for exercisable options that Mr. Jagodinski is required to
surrender.
Under both the Prior Employment Agreement and the Amended Employment
Agreement, Mr. Jagodinski is entitled to receive a gross-up payment for any
income taxes owed with respect to any payments or benefits received upon a
Change in Control such that the amount he retains after tax is equal to the
amount he would have retained had no income tax applied. Under the Prior
Employment Agreement, the income tax gross-up applied to all payments and
benefits except for the payment of one year of base salary and bonus and
the twelve monthly payments equal to one-half of base salary and bonus and,
under the Amended Employment Agreement, the income tax gross-up applies to
all payments and benefits except payment of earned but unpaid base salary
and pro rata bonus and the payments of three times base salary plus his
highest bonus earned in any of the five prior fiscal years.
The Amended Employment Agreement provides that Mr. Jagodinski is also
entitled to receive a gross-up payment with respect to any excise taxes
under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), incurred with respect to any payments or benefits received from
the Company such that the amount he retains after tax is equal to the
after-tax amount he would have retained had no excise tax applied.
In order to comply with Section 409A of the Code, all amounts payable
under the Amended Employment Agreement before January 1, 2007 will not be
paid earlier than the first business day after December 31, 2006.
Upon his termination of employment for any reason on or following a
Change in Control or in Anticipation of a Change in Control, the Prior
Employment Agreement provided that Mr. Jagodinski would not compete against
the Company for twelve months from the date of termination of employment.
The Amended Employment Agreement contains the same provision except that it
applies for an eighteen month period. For purposes of the non-competition
covenant of the Amended Employment Agreement, Mr. Jagodinski may not engage
or participate in, assist or have an interest in, whether as an officer,
director, partner, owner, employee or otherwise, the operation, management
or conduct of any business or enterprise that engages in the cotton seed
breeding, production and marketing process in the same geographical area
with any line of business in which the Company is now engaged.
The Amended Employment Agreement is attached as Exhibit 10.1 to this
Current Report on Form 8-K and the information set forth therein is
incorporated by reference into this Current Report.
On August 23, 2006 and August 24, 2006, the Company entered into a
Severance Protection Agreement with each of Kenneth Avery and R.D. Greene,
respectively, that provides that, if the respective executive is employed
by the Company at the time of a Change in Control (as such term is defined
in the agreement) or has been terminated by the Company in anticipation of
a Change in Control, then upon a Change in Control, the respective
executive will be entitled to receive (1) a lump sum payment equal to (a)
earned but unpaid base salary plus a pro rata portion of his highest bonus
earned in any of the five prior fiscal years, (b) three times base salary
(determined at the time of the Change in Control) plus his highest bonus
earned in any of the five prior fiscal years, (c) with respect to Mr.
Greene, thirty percent of the sum of base salary (determined at the time of
the Change in Control) plus his highest bonus earned in any of the five
prior fiscal years and, with respect to Mr. Avery, $30,000, for purposes of
obtaining accounting services and (d) the value of the excess of the
respective executive's benefit under the Company Retirement Plan if he were
to be credited with an additional three years of service and his actual
benefit at the time of the Change in Control, and (2) for thirty-six months
following the date of the Change in Control, (a) continuation of health and
welfare benefits, at the Company's cost (in addition to the right to COBRA
coverage) and (b) continued use of Company-provided secretarial assistance,
voice mailbox, laptop computer, email account, mail drop service and
vehicle.
Under the Severance Protection Agreement, Mr. Greene is entitled to
receive a gross-up payment for any income taxes owed with respect to the
payment made with respect to his obtaining accounting services such that
the amount he retains after tax is equal to the amount he would have
retained had no income tax applied.
The Severance Protection Agreement provides that Messrs. Avery and
Greene are each entitled to receive a gross-up payment on any excise taxes
under Section 4999 of the Code, incurred with respect to any payments or
benefits received from the Company such that the amount he retains after
tax is equal to the after-tax amount he would have retained had no excise
tax applied.
Upon termination of employment for any reason on or following a Change
in Control or in anticipation of a Change in Control, the Severance
Protection Agreement provides that each respective executive agrees not to
compete against the Company for eighteen months from the date of
termination of employment. For purposes of the non-competition covenant of
the Severance Protection Agreement, the respective executive may not engage
or participate in, assist or have an interest in, whether as an officer,
director, partner, owner, employee or otherwise, the operation, management
or conduct of any business or enterprise that engages in the cotton seed
breeding, production and marketing process in the same geographical area
with any line of business in which the Company is now engaged.
The Severance Protection Agreements of Messrs. Avery and Greene are
attached as Exhibits 10.2 and 10.3, respectively, to this Current Report on
Form 8-K and the information set forth therein is incorporated by reference
into this Current Report.
On August 21, 2006 and August 24, 2006, the Company entered into a
Severance Protection Agreement with each of Charles Dismuke, Jr. and
William Hugie, respectively, that provides that, if, within twenty-four
months of a Change in Control, the respective executive's employment is
terminated by the Company without Cause and other than due to Disability or
death, or by the executive for Good Reason (as such capitalized terms are
defined in the agreement) or during the thirty-day period following the
first anniversary of the Change in Control, the respective executive will
be entitled to receive (1) a lump sum payment equal to (a) earned but
unpaid base salary plus a pro rata portion of his highest bonus earned in
any of the five prior fiscal years, (b) three times base salary (determined
at the time of the Change in Control or, if greater, the date of
termination of employment) plus his highest bonus earned in any of the five
prior fiscal years, (c) $30,000 for purposes of obtaining outplacement
services and (d) the value of the excess of the respective executive's
benefit under the Company Retirement Plan if he were to be credited with an
additional three years of service and his actual benefit at the time of the
termination, and (2) for thirty-six months following the date of
termination of employment, (a) continuation of health and welfare benefits,
at the Company's cost (in addition to the right to COBRA coverage) and (b)
continued use of a Company-provided secretarial assistance, voice mailbox,
laptop computer, email account, mail drop service and vehicle.
The Severance Protection Agreement provides that Messrs. Dismuke and
Hugie are each entitled to receive a gross-up payment with respect to any
excise taxes under Section 4999 of the Code, incurred with respect to any
payments or benefits received from the Company such that the amount he
retains after tax is equal to the after-tax amount he would have retained
had no excise tax applied.
If Mr. Dismuke or Hugie qualifies as a "specified employee" under
Section 409A of the Code, payments made to the respective executive under
the Severance Protection Agreement may be delayed for six months from the
date of termination of employment.
If, during the term of the Severance Protection Agreement and within
twenty-four months of a Change in Control, Mr. Dismuke's or Hugie's
employment is terminated by the Company for Disability, due to death or by
the executive for other than Good Reason and other than during the
thirty-day period following the first anniversary of the Change in Control,
the respective executive will receive earned but unpaid base salary plus a
pro rata portion of his highest bonus earned in any of the five prior
fiscal years. If either executive is terminated by the Company for Cause,
such executive will only be entitled to earned but unpaid base salary.
Upon termination of employment for any reason on or following a Change
in Control or in anticipation of a Change in Control, the Severance
Protection Agreement provides that each respective executive agrees not to
compete against the Company for eighteen months from the date of
termination of employment. For purposes of the non-competition covenant of
the Severance Protection Agreement, the respective executive may not engage
or participate in, assist or have an interest in, whether as an officer,
director, partner, owner, employee or otherwise, the operation, management
or conduct of any business or enterprise that engages in the cotton seed
breeding, production and marketing process in the same geographical area
with any line of business in which the Company is now engaged.
The Severance Protection Agreements of Messrs. Dismuke and Hugie are
attached as Exhibits 10.4 and 10.5, respectively, to this Current Report on
Form 8-K and the information set forth therein is incorporated by reference
into this Current Report.
On August 24, 2006, the Company entered into a Severance Protection
Agreement with James H. Willeke that provides that if, within twenty-four
months of a Change in Control, Mr. Willeke's employment is terminated by
the Company without Cause and other than due to Disability or death, or by
Mr. Willeke for Good Reason (as such capitalized terms are defined in the
agreement) or during the thirty-day period following the first anniversary
of the Change in Control, Mr. Willeke will be entitled to receive (1) a
lump sum payment equal to (a) earned but unpaid base salary plus a pro rata
portion of his highest bonus earned in any of the five prior fiscal years,
(b) one and one-half times base salary (determined at the time of the
Change in Control or, if greater, the date of termination of employment)
plus his highest bonus earned in any of the five prior fiscal years, (c)
$30,000 for purposes of obtaining accounting services and (d) the value of
the excess of Mr. Willeke's benefit under the Company Retirement Plan if he
were to be credited with an additional one and one-half years of service
and his actual benefit at the time of termination, and (2) continuation of
health and welfare benefits, at the Company's cost for twenty-four months
following the date of the termination (in addition to the right to COBRA
coverage) and continued use of a Company-provided vehicle for eighteen
months following the date of the termination.
The Severance Protection Agreement provides that Mr. Willeke is
entitled to receive a gross-up payment with respect to any excise taxes
under Section 4999 of the Code, incurred with respect to any payments or
benefits received from the Company such that the amount he retains after
tax is equal to the after-tax amount he would have retained had no excise
tax applied.
If Mr. Willeke qualifies as a "specified employee" under Section 409A
of the Code, payments made to him under the Severance Protection Agreement
may be delayed for six months after the termination of employment.
If, during the term of the Severance Protection Agreement and within
twenty-four months of a Change in Control, the employment of Mr. Willeke is
terminated by the Company for Disability, due to death or by Mr. Willeke
for other than Good Reason and other than during the thirty-day period
following the first anniversary of the Change in Control, he will receive
earned but unpaid base salary plus a pro rata portion of his highest bonus
earned in any of the five prior fiscal years. If Mr. Willeke is terminated
by the Company for Cause, he will only be entitled to earned but unpaid
base salary.
Certain other executives of the Company have entered into Severance
Protection Agreements that are substantially identical to the agreement
entered into by Mr. Willeke.
The Form of Severance Protection Agreement which Mr. Willeke and
certain executives have entered into is attached as Exhibit 10.6 to this
Current Report on Form 8-K and the information set forth therein is
incorporated by reference into this Current Report.
The foregoing summary is qualified in its entirety by the text of the
applicable grant agreements, copies of which are attached as exhibits to
this report.
ITEM 9.01. EXHIBITS.
10.1 Amended and Restated Employment Agreement, dated August 25, 2006,
by and between the Company and W.T. Jagodinski
10.2 Severance Protection Agreement, dated August 23, 2006, by and
between the Company and Kenneth M. Avery
10.3 Severance Protection Agreement, dated August 24, 2006, by and
between the Company and R.D. Greene
10.4 Severance Protection Agreement, dated August 21, 2006, by and
between the Company and Charles R. Dismuke, Jr.
10.5 Severance Protection Agreement, dated August 24, 2006, by and
between the Company and William V. Hugie
10.6 Form of Severance Protection Agreement, dated August 24, 2006, by
and between the Company and James H. Willeke, and as entered into
by and between the Company and certain other executives
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.
DELTA AND PINE LAND COMPANY
Date: August 21, 2006 By:/s/ Kenneth M. Avery
---------------------------
Name: Kenneth M. Avery
Title: Vice President-
Finance, Treasurer
and Assistant
Secretary
DELTA AND PINE LAND COMPANY
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
DATED AUGUST 21, 2006
EXHIBIT DESCRIPTION METHOD OF
NO. FILING
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10.1 Amended and Restated Employment Filed herewith
Agreement, dated August 25, 2006, by and
between the Company and W.T. Jagodinski
10.2 Severance Protection Agreement, dated Filed herewith
August 23, 2006, by and between the
Company and Kenneth M. Avery
10.3 Severance Protection Agreement, dated Filed herewith
August 24, 2006, by and between the
Company and R.D. Greene
10.4 Severance Protection Agreement, dated Filed herewith
August 21, 2006, by and between the
Company and Charles R. Dismuke, Jr.
10.5 Severance Protection Agreement, dated Filed herewith
August 24, 2006, by and between the
Company and William V. Hugie
10.6 Form of Severance Protection Agreement, Filed herewith
dated August 24, 2006, by and between the
Company and James H. Willeke, and as
entered into by and between the Company
and certain other executives