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LMI AEROSPACE INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
[October 07, 2014]

LMI AEROSPACE INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Current Report on Form 8-K of LMI Aerospace, Inc.

(the "Company") dated August 28, 2014, Richard L. Johnson ceased serving as the President of D3 Technologies, Inc. ("D3"), a wholly-owned subsidiary of the Company, effective September 2, 2014, but remained an employee through September 30, 2014, his retirement date. In connection with his retirement, Mr. Johnson's Employment Agreement dated January 1, 2014 (the "Employment Agreement") was terminated and Mr. Johnson entered into a Separation and General Release Agreement dated October 2, 2014 (the "Release").



The Release provides for the payment of the severance amount to which Mr.

Johnson was entitled under the Employment Agreement. The severance amount, which is the equivalent of twelve months of Mr. Johnson's base salary is equal to Three Hundred Thirty-Five Thousand Three-Hundred Eighty Dollars ($335,380.00), less applicable withholdings. D3 will pay the severance amount to Mr. Johnson in equal installments in accordance with D3's normal payroll policies. Mr. Johnson was granted 17,291 new restricted stock units in accordance with the Company's 2005 Long-Term Incentive Plan and the terms of a Restricted Stock Unit Agreement, and acknowledged the forfeiture of all of his previously granted and unvested shares of restricted stock. The Release also provides that if the Company meets certain financial performance targets, Mr. Johnson is entitled to a prorated bonus for 2014 equal to three quarters of the bonus to which he would have been entitled pursuant to the Employment Agreement.


In the Release, Mr. Johnson released any and all claims he may have against D3 and its affiliates, including the Company as the parent corporation of D3.

Certain of those releases are subject to a revocation period in accordance with law. The Release also imposes various other obligations on Mr. Johnson that are commonly contained in severance agreements and releases of executive officers.

The foregoing summary of the Release does not purport to be complete and is qualified in its entirety by reference to the complete Release, which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index which is hereby incorporated by reference.

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