Bucyrus International, Inc. (NASDAQ: BUCY) designs, manufactures and markets surface and underground mining equipment. Founded as Bucyrus Foundry and Manufacturing Company in Bucyrus, Ohio, in 1880, Bucyrus moved the headquarters to the current location in South Milwaukee, Wisconsin in 1893. In its early history, Bucyrus produced steam shovels. The current product line includes a range of material removal and material handling products used in both surface and underground mining.
Caterpillar Inc. is purchasing Bucyrus in a US$8.6 billion transaction that is expected to close in mid-2011.
the Company considers that providing Employee with certain termination benefits will operate as an incentive for Employee to continue furnishing services to the Company including during a period that the Company is negotiating a change in control or ownership of the Company or any of its subsidiaries:
WHEREAS, this Agreement is intended to provide benefits only in the event of a change in control or ownership of the Company or any of its subsidiaries prior to December 31, 2005 (the "Expiration Date");
NOW THEREFORE, to induce Employee to continue furnishing services to the Company through the Expiration Date, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee agrees as follows:
1. Definitions.
(a) "Change in Control" shall mean the sale by the Company of
all or substantially all of its, or any of its
subsidiaries, assets and business to a person or entity
other than a Related Person or the sale of fifty-one
percent (51%) or more of the voting securities and
capital stock of the Company or any of its subsidiaries
to a person or entity other than a Related Person.
"Related Person" shall mean any person or entity directly
or indirectly owned and controlled by American Industrial
Partners ("AIP").
(b) "Termination Date" shall mean the date of termination of
Employee's relationship with the Company.
(c) "Termination Payments" shall mean any payment or
distribution of compensation or benefits made pursuant to
Section 3 of this Agreement.
(d) "Termination with Cause" shall mean termination of
Employee by the Company for any of the following reasons:
(i) the failure of Employee to render services to the
Company in substantial accordance with the terms
under which he was retained, which failure amounts
to gross neglect of his duties to the Company;
(ii) any violation of Section 6 of this Agreement or any
other agreement which Employee may have with the
Company;
(iii) taking any role in any buy-out of the Company or
any of its subsidiaries without the approval of the
Company's majority shareholder; or
(iv) Employee's commission of any act of fraud, theft or
embezzlement against the Company.
(e) "Voluntary Termination" shall mean the voluntary
termination by Employee of his relationship with the
Company other than a voluntary termination following
either:
(i) any reduction in compensation consisting of base
salary or incentive bonus;
(ii) a substantial diminution of his responsibilities;
or
(iii) a relocation by the Company of Employee outside a
twenty (20) mile radius of the place where Employee
currently performs his services for the Company.
Caterpillar Inc. is purchasing Bucyrus in a US$8.6 billion transaction that is expected to close in mid-2011.
the Company considers that providing Employee with certain termination benefits will operate as an incentive for Employee to continue furnishing services to the Company including during a period that the Company is negotiating a change in control or ownership of the Company or any of its subsidiaries:
WHEREAS, this Agreement is intended to provide benefits only in the event of a change in control or ownership of the Company or any of its subsidiaries prior to December 31, 2005 (the "Expiration Date");
NOW THEREFORE, to induce Employee to continue furnishing services to the Company through the Expiration Date, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee agrees as follows:
1. Definitions.
(a) "Change in Control" shall mean the sale by the Company of
all or substantially all of its, or any of its
subsidiaries, assets and business to a person or entity
other than a Related Person or the sale of fifty-one
percent (51%) or more of the voting securities and
capital stock of the Company or any of its subsidiaries
to a person or entity other than a Related Person.
"Related Person" shall mean any person or entity directly
or indirectly owned and controlled by American Industrial
Partners ("AIP").
(b) "Termination Date" shall mean the date of termination of
Employee's relationship with the Company.
(c) "Termination Payments" shall mean any payment or
distribution of compensation or benefits made pursuant to
Section 3 of this Agreement.
(d) "Termination with Cause" shall mean termination of
Employee by the Company for any of the following reasons:
(i) the failure of Employee to render services to the
Company in substantial accordance with the terms
under which he was retained, which failure amounts
to gross neglect of his duties to the Company;
(ii) any violation of Section 6 of this Agreement or any
other agreement which Employee may have with the
Company;
(iii) taking any role in any buy-out of the Company or
any of its subsidiaries without the approval of the
Company's majority shareholder; or
(iv) Employee's commission of any act of fraud, theft or
embezzlement against the Company.
(e) "Voluntary Termination" shall mean the voluntary
termination by Employee of his relationship with the
Company other than a voluntary termination following
either:
(i) any reduction in compensation consisting of base
salary or incentive bonus;
(ii) a substantial diminution of his responsibilities;
or
(iii) a relocation by the Company of Employee outside a
twenty (20) mile radius of the place where Employee
currently performs his services for the Company.
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