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Delaware
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000-24620
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36-2495346
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
November 27, 2007, the Board of Directors of Darling International
Inc.
(the "Company") approved a new form of Senior Executive Termination
Benefits Agreement and resolved for the Company to enter
into the new form
of Senior Executive Termination Benefits Agreement with each
of Neil
Katchen, John O. Muse, Mark A. Myers and Robert H. Seemann
(each, a "New
Agreement" and together, the "New Agreements"). Each of Messrs.
Katchen, Muse, Myers and Seemann is referred to herein individually
as
"Executive" and together as the "Executives."
The
Company is currently a
party to a Senior Executive Termination Benefits Agreement
with each of
Messrs. Katchen, Muse and Seemann (the “Current Agreements”), which
agreements expire on December 31, 2007. In addition, the
Company is currently a party to an Employment Agreement with
Mr. Myers
(the “Myers Agreement”), which agreement expires on December 31,
2007. The New Agreements will become effective on December 31,
2007 and will replace the Current Agreements and the Myers
Agreement. Set forth below is a brief description of the
material terms and conditions of the New Agreements. The
summary set forth below is not intended to be complete and
is qualified in
its entirety by reference to the full text of the Form of
Senior Executive
Termination Benefits Agreement attached hereto as Exhibit
10.1.
Pursuant
to the New Agreements,
the Company must provide the applicable Executive certain
benefits
(discussed below) upon any termination of his employment
except (i)
termination by reason of the voluntary resignation by such
Executive, (ii)
termination for Cause (as defined in the Agreements) or (iii)
termination
upon such Executive's normal retirement. Neither permanent or
long-term disability status nor death of an Executive is
deemed a
termination for purposes of the New Agreements. Such
termination with the exceptions set forth above is referred
to herein as
an "Eligible Termination Event."
Subject
to the mitigation
provisions (discussed below) and Executive’s execution of a release of
claims in respect of Executive’s employment with the Company, the Company
shall provide Executive the following benefits upon an Eligible
Termination Event: (i) periodic payment in the amount of
Executive's
salary at the rate in effect on the date of the Eligible
Termination Event
until such Executive has been paid one times his annual base
salary, (ii)
any accrued vacation pay due but not yet taken at the date
of the Eligible
Termination Event, (iii) life, disability, health and dental
insurance,
and certain other similar fringe benefits of the Company
(or similar
benefits provided by the Company) (the "Fringe Benefits")
in effect
immediately prior to the date of termination for a period
of one year from
the date of termination to the extent allowed under the applicable
policies. See the Company's Proxy Statement filed with the
Securities and Exchange Commission on April 12, 2007 for
salary and other
benefits information for each of the Executives.
Executive
is not entitled to
any bonus under the Company's Executive Bonus Plan for the
year in which
the Eligible Termination Event occurs.
In
addition, upon an Eligible
Termination Event, the Company shall engage an outplacement
counseling
service of national reputation, at its own expense, to assist
Executive in
obtaining employment until the earliest of (i) two years
from the date of
the Eligible Termination Event, (ii) such date as Executive
obtains
employment or (iii) Company expenses related thereto equal
$10,000.
Executive
is required to mitigate the payments under the New Agreements
by seeking
other comparable employment as promptly as practicable after
the Eligible
Termination Event. Amounts due under the New Agreements will
be offset
against or reduced by any amount earned from such other
employment. The Fringe Benefits shall terminate upon
Executive's obtaining such other employment.
The
New Agreement also contains
obligations on Executive’s part regarding nondisclosure of confidential
information, return of Company property, non-solicitation
of employees
during employment and for a period of one year following
the termination
of employment for any reason, non-disparagement of the Company
and its
business and continued cooperation in certain matters involving
the
Company.
Messrs.
Katchen, Muse and Myers signed the New Agreement on November
27, 2007, and
Mr. Seemann signed the New Agreement on November 29, 2007. The
term of each of the New Agreements will expire on December
31,
2008.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Form
of Senior Ececutive Termination Benefits Agreement.
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10.1
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Form
of Senior Executive Termination Benefits Agreement.
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