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Attachment 1
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): October 29, 2009
Republic
Airways Holdings Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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000-49697
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06-1449146
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8909
Purdue Road
Suite
300
Indianapolis,
IN 46268
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (317) 484-6000
None.
(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 (see General Instruction A.2. below):
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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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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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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(e)
On
October 29, 2009, Republic Airways Holdings Inc. (the “Company”) entered into an
amendment to its employment agreement with each of Bryan K. Bedford, Chairman,
President and Chief Executive Officer of the Company, Robert Hal Cooper,
Executive Vice President, Chief Financial Officer, Treasurer and Secretary of
the Company, and Wayne C. Heller, Executive Vice President and Chief Operating
Officer of the Company.
Each
employment agreement amendment provides for severance compensation upon the
occurrence of certain events, including a change in control of the Company,
death or disability, termination by the executive for cause or upon failure to
renew. The amendments also provide for a gross-up in certain circumstances, and
for the continuation of medical benefits upon the occurrence of certain
termination events.
A copy of
the amendment to Mr. Bedford’s, Mr. Cooper’s and Mr. Heller’s employment
agreement is attached hereto as Exhibit 10.33(d),
Exhibit 10.34(d) and Exhibit 10.35(d), respectively.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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||
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10.33(d)
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Amendment
No. 5 to Second Amended and Restated Employment Agreement dated as of
October 29, 2009 by and between the Company and Bryan K.
Bedford.
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||
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10.34(d)
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Amendment
No. 5 to Second Amended and Restated Employment Agreement dated as of
October 29, 2009 by and between the Company and Robert Hal
Cooper.
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||
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|||
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10.35(d)
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Amendment
No. 5 to Second Amended and Restated Employment Agreement dated as of
October 29, 2009 by and between the Company and Wayne C.
Heller.
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(All
other items on this report are inapplicable.)
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.
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REPUBLIC
AIRWAYS HOLDINGS INC.
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By:
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/s/
Robert H. Cooper
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Name:
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Robert
H. Cooper
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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Dated:
November 2, 2009
EXHIBIT
INDEX
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Description
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10.33(d)
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Amendment
No. 5 to Second Amended and Restated Employment Agreement dated as of
October 29, 2009 by and between the Company and Bryan K.
Bedford.
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10.34(d)
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Amendment
No. 5 to Second Amended and Restated Employment Agreement dated as of
October 29, 2009 by and between the Company and Robert Hal
Cooper.
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10.35(d)
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Amendment
No. 5 to Second Amended and Restated Employment Agreement dated as of
October 29, 2009 by and between the Company and Wayne C.
Heller.
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