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): September 1, 2009
IEH CORPORATION
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-5278
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New York 13-5549348
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 58th Street, Suite 8E
Brooklyn, NY 11220
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(Address and zip code of principal executive offices)
(718) 492-9673
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(Registrant's telephone number, including area code)
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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 Material Definitive Agreement
On September 1, 2009, IEH Corporation (the "Company") entered
into agreements with each of Michael Offerman, its President
and Chief Executive Officer, and Robert Knoth, its Chief
Financial Officer, Treasurer and Secretary, respectively,
providing for certain retirement benefits to be payable to
each of them after termination of each such officer's active
service of employment with the Company. The material terms of
the Company's agreements with each of Messrs. Offerman and
Knoth are described in Item 5.02 of this Current Report on
Form 8-K and such summary is incorporated herein by reference
from Item 5.02.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
On September 1, 2009, the Company entered into agreements with
each of Michael Offerman, its President and Chief Executive
Officer, and Robert Knoth, its Chief Financial Officer,
Treasurer and Secretary, respectively, providing for certain
retirement benefits to be payable to each of them after
termination of each such officer's active service of
employment with the Company. The material terms are summarized
below. As used in the following summary, the term "Executive"
shall refer to each of Mr. Offerman and Mr. Knoth unless
otherwise specifically stated.
o The agreement provides that each Executive's employment with
the Company shall be divided into the Active Period and the
Retirement Period. The Active Period shall mean the period of
time until the Executive attains the age of 70 years, or
further period of employment beyond such date if extended by
mutual agreement of Executive. The Retirement Period shall
mean the period beginning with Executive attaining the age of
70 years and continuing until 10 years thereafter unless
Executive's employment has been previously terminated or
extended by the mutual agreement of Executive and the Company.
The Retirement Period shall take effect only on termination of
the Active Period.
o The Active Period shall terminate with the first to occur of
any of the following events: (i) expiration of the later of
either the original time limit for such Active Period, or the
renewal or extension thereof by the mutual agreement of the
Executive and the Company; (ii) executive attaining 70 years
of age, unless the Active Period of employment has been so
extended; (iii) death of Executive before attaining an age of
70 years; (iv) the disability of Executive; (v) termination of
Executive by mutual consent of Executive and the Company
before attaining 70 years of age; or (vi) termination of
employment for "cause". Cause means (i) willful malfeasance or
willful misconduct by Executive in connection with his
employment; (ii) Executive's gross negligence in performing
any of his duties under this Agreement; (iii) Executive's
conviction of, entry of a plea of guilty to, or entry of a
plea of nolo contendre with respect to, any crime other than a
traffic violation or infraction which is a misdemeanor; (iv)
Executive's material breach of any written policy applicable
to all Executives adopted by the Company which is not cured to
the reasonable satisfaction of the Company within thirty (30)
business days after notice thereof; or (v) material breach by
Executive of any of his obligations in this Agreement which is
not cured to the reasonable satisfaction of the Company within
thirty (30) business days after notice thereof.
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o The Retirement Period shall terminate with the first to
occur of any of the following events: (i) expiration of the
time limit for such Retirement Period; (ii) the death of the
Executive; (iii) violation by Executive of the provisions of
the agreement dealing with Executive's duties and
non-competition resulting in termination of Executive for
Cause; and (iv) termination by mutual consent of the Company
and Executive.
o During the Active Period, Executive's compensation shall be
the amount determined by the Board of Directors of the Company
from time to time.
o During the Retirement Period, the amount payable to
Executive shall be paid for a period of ten (10) years,
payable in equal monthly installments, with the first payment
to be made on the first day of the next month following the
month in which the last to occur of the following events
transpires: (i) Executive has attained age 70; or (ii) if
Executive's employment and active service has been extended by
the Company beyond Executive attaining age 70, from the date
of termination of such active service. Pursuant to their
respective agreements with the Company, during the Retirement
Period, Mr. Offerman shall be entitled to receive $50,000 per
annum and Mr. Knoth shall be entitled to receive $12,000 per
annum.
o If an Executive dies after commencement of the Retirement
Period and before the expiration of the aforesaid 10-year
period, the monthly payments shall be made to the Executive's
estate or to the beneficiaries designated by Executive in
writing for the balance of the Retirement Period. The
aggregate payments during the Retirement Period under the
Agreement shall not exceed $500,000 to Mr. Offerman and
$120,000 to Mr. Knoth.
The foregoing description of the Company's agreements with
each of Messrs. Offerman and Mr. Knoth is qualified in its
entirety by reference to the full text of such agreements,
which are filed as Exhibits 10.1 and 10.2 to this Current
Report on Form 8-K and which is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit No. Exhibit Title or Description
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10.1 Agreement between the Company and
Michael Offerman
10.2 Agreement between the Company and
Robert Knoth
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SIGNATURE
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.
IEH CORPORATION
By: /s/ Michael Offerman
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Name: Michael Offerman
Title: President
Date: September 4, 2009
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EXHIBIT INDEX
Exhibit
Number Exhibit Title or Description
10.1 Agreement between the Company and Michael Offerman
10.2 Agreement between the Company and Robert Knoth
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