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Select Comfort 8-K 2008 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): August 21, 2008
 SELECT
COMFORT CORPORATION
(Exact
name of registrant as specified in its charter)
Minnesota
(State or
other jurisdiction of incorporation or organization)
9800 59th Avenue North,
Minneapolis, Minnesota 55442
(Address
of principal executive
offices) (Zip
Code)
(763)
551-7000
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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.
Effective
as of August 21, 2008, the Management Development and Compensation Committee of
the Board of Directors of Select Comfort Corporation approved an amendment and
restatement of the Select Comfort Corporation Executive Severance Pay Plan (the
“Plan”) that (i) further defines the circumstances under which a resignation by
an eligible employee for “good reason” may constitute an involuntary termination
of employment that would result in eligibility for severance benefits and (ii)
formalizes outplacement services as a benefit for eligible
employees.
As originally adopted, the Plan
provided that a refusal to accept (i) a reduction of 10% or more in combined
salary and target bonus (other than in connection with a general compensation
reduction program) or (ii) a significant relocation, would trigger eligibility
for severance benefits. The amended Plan includes a definition of
“Involuntary Termination” which, in addition to the above items, provides that
refusal to accept (i) discontinuation of eligibility to participate in a
material long-term cash or equity award or equity-based grant program (other
than in connection with an across-the-board change or termination) or (ii) a
material diminution of authority, duties or responsibilities following a change
in control, would in each case constitute resignation for “good reason”
triggering eligibility for severance benefits. The amendment also
provides that the employee must give notice of the act or omission alleged to
constitute good reason within 90 days, the company has an opportunity to cure
the alleged act or omission, and the termination of employment must occur within
two years of the alleged act or omission.
The amendment also formalized the
company's existing practice to support a terminated executive's efforts to
obtain future employment by contracting with a professional outplacement firm at
capped market competitive rates to provide individual consultation services
during the severance period.
The amendment also includes certain
technical changes designed to comply with regulations promulgated under Section
409A of the Internal Revenue Code.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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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.
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EXHIBIT
INDEX
Exhibit
No. Description
4
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