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 24, 2006
PGT, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-52059 20-0634715
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(Commission File Number) (IRS Employer Identification No.)
1070 Technology Drive, North Venice, Florida 34275
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(Address of Principal Executive Offices, Including Zip Code)
(941) 480-1600
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(Registrant's Telephone Number, Including Area Code)
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 1.01. Entry into a Material Definitive Agreement
On October 24, 2006, PGT, Inc. (the "Company") entered into an
Employment Agreement (the "Agreement") with Mary J. Kotler, effective as of the
same date.
Pursuant to the terms of the Agreement, Ms. Kotler will serve as the
Vice President, Supply Chain of the Company and will receive an annual base
salary of $185,000. Ms. Kotler will also be eligible to receive an annual
performance bonus, as determined by the president of the Company and the
Company's board of directors, in their discretion. Ms. Kotler must be employed
at the time such bonus is awarded and paid by the Company. Ms. Kotler will be
entitled to receive certain medical and life insurance benefits and other
employee benefits and perquisites of the sort provided to other
similarly-situated officers of the Company. The Agreement also provides that
Ms. Kotler is to receive, subject to approval of the Company's board of
directors, a grant of an aggregate of 9,000 shares of restricted common stock
of the Company, which restrictions will lapse on the third anniversary of the
date of such grant.
The Agreement is effective for a term of three years, with automatic
renewals thereafter for successive periods of one year. In the event that Ms.
Kotler's employment is terminated by the Company without "cause" (as defined in
the Agreement) or by Ms. Kotler for "good reason" (as defined in the
Agreement), then, in addition to the benefits otherwise due to her and as
otherwise required by law, Ms. Kotler is entitled to continuation of her base
salary for twelve months after the date of termination. Should Ms. Kotler
terminate her employment other than for "good reason," the Company will
continue to pay her salary for the shorter of thirty days or the notice period
provided by Ms. Kotler with respect to her termination. If the Company
terminates Ms. Kotler's employment for "cause," all rights and obligations of
the parties with respect to salary and benefits under the Agreement immediately
cease. In addition, in the event that Ms. Kotler's employment is terminated by
her death or disability (as defined in the Agreement), in addition to the
benefits otherwise due to her, the Company will pay to Ms. Kotler (or, in the
case of death, to her designated beneficiary) her base salary for a period of
six months.
During her employment with the Company and at all times thereafter,
Ms. Kotler may not disclose confidential information. Ms. Kotler also may not
directly or indirectly compete with the Company during her employment with the
Company and for two years thereafter, unless the Agreement is terminated by the
Company without "cause" or by Ms. Kotler for "good reason," in which case the
period will be the duration of Ms. Kotler's employment with the Company and for
one year thereafter. In addition, during such period, Ms. Kotler may not
solicit any employees or agents of the Company or any suppliers or contractors
of the Company to terminate or adversely change their relationships with the
Company.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
See Exhibit Index.
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.
PGT, INC.
By: /s/ Mario Ferrucci III
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Name: Mario Ferrucci III
Title: Vice President, Corporate
Counsel, and Secretary
Dated: October 30, 2006
EXHIBIT INDEX
Exhibit Number Description
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10.1 Employment Agreement, dated October 24, 2006, between
PGT, Inc. and Mary J. Kotler