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): December 12, 2008
ICF International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33045 | 22-3661438 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 9300 Lee Highway, Fairfax, Virginia | 22031 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 934-3000
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:
| ¨ | 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)) |
| Item 5.02(e) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 12, 2008, ICF International, Inc., a Delaware corporation (the “Company”) and Messrs. Alan Stewart (Chief Financial Officer of the Company) and John Wasson (Chief Operating Officer and Executive Vice President of the Company) entered into restated severance protection agreements originally made between the Company and each of them on September 27, 2006 (the “Severance Protection Agreements”), for the purpose of bringing such Severance Protection Agreements into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Section 409A was added to the Internal Revenue Code in 2004 by the American Jobs Protection Act of 2004 and governs “nonqualified deferred compensation” arrangements. It imposes an additional tax and penalties on service providers (including employees and directors) if a covered arrangement does not comply with Section 409A. The primary terms and compensation payments contemplated by the Severance Protection Agreements remain unchanged.
In addition, on December 12, 2008, the Company and Messrs. Stewart and Wasson entered into restated letter agreements, also containing certain severance protections, originally made between the Company and each of them on December 20, 2006 (the “Letter Agreements”). The Letter Agreements were restated both to extend their expiration date from December 20, 2008 to December 31, 2011 and to provide for successive automatic one-year extensions thereafter unless either party gives notice by October 1st of such year, as well as bring such Letter Agreements into compliance with Section 409A. The primary terms and compensation payments contemplated by the Letter Agreements are unchanged.
The preceding descriptions of the Severance Protection Agreements and Letter Agreements (collectively, the “Agreements”) are qualified in their entirety by reference to the complete text of the Agreements, copies of which are filed hereto as Exhibits 10.1 through 10.4 and incorporated herein by reference. Although all of the Agreements are intended to comply with Section 409A, the Company will not be liable for any taxes or interest that may become payable by the employee who is party to the particular Agreement due to the deferral of any payments under the Agreement or as a result of the administration of any amounts under the Agreement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 10.1 |
Restated Severance Protection Agreement by and between the Company and Alan Stewart | |
| Exhibit 10.2 |
Restated Severance Protection Agreement by and between the Company and John Wasson | |
| Exhibit 10.3 |
Restated Letter Agreement by and between the Company and Alan Stewart | |
| Exhibit 10.4 |
Restated Letter Agreement by and between the Company and John Wasson | |
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.
| ICF International, Inc. | ||||||
| Date: December 18, 2008 |
By: |
/s/ Judith B. Kassel | ||||
| Judith B. Kassel | ||||||
| General Counsel and Secretary | ||||||
Exhibit Index
| Exhibit No. |
Document | |
| Exhibit 10.1 |
Restated Severance Protection Agreement by and between the Company and Alan Stewart | |
| Exhibit 10.2 |
Restated Severance Protection Agreement by and between the Company and John Wasson | |
| Exhibit 10.3 |
Restated Letter Agreement by and between the Company and Alan Stewart | |
| Exhibit 10.4 |
Restated Letter Agreement by and between the Company and John Wasson | |