mm06-2210_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 22,
2010
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LEUCADIA
NATIONAL CORPORATION
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(Exact
Name of Registrant as Specified in Its Charter)
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NEW
YORK
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(State
or Other Jurisdiction of Incorporation)
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1-5721
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13-2615557
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(Commission
File Number)
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(IRS
Employer Identification No.)
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315
PARK AVENUE SOUTH, NEW YORK, NEW YORK
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10010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-460-1900
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(Registrant's
Telephone Number, Including Area Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
June 22, 2010, upon the recommendation of the Chairman of the Board and
President of Leucadia National Corporation (the “Company”) and the Company’s
Compensation Committee, the Board of Directors authorized the Company to enter
into an agreement with each of Mr. Thomas E. Mara, Executive Vice President and
named executive officer of the Company, and Mr. Joseph A. Orlando, a Vice
President, Chief Financial Officer and named executive officer of the Company
(each, an “Executive”). The agreement provides that the Executive
will be entitled to receive a payment of $2,750,000 (the “Payment”) if at
anytime during the five year period expiring June 15, 2015, a “Change of
Control” (defined as occurring if neither Mr. Cumming nor Mr. Steinberg is the
Chief Executive Officer of the Company) occurs, so long as the Executive is an
executive officer of the Company at that time.
A copy of the form of the agreement is
filed herewith as Exhibit 10.1 and is incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits
10.1 Form
of Letter Agreement, dated June 22, 2010, between the Corporation and Thomas E.
Mara/Joseph A. Orlando.
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.
| Date: June 22, 2010 |
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LEUCADIA NATIONAL CORPORATION |
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By:
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/s/ Joseph A. Orlando |
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Name: Joseph A. Orlando |
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Title: Vice President and Chief
Financial Officer |
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Exhibit
Index
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits
10.1 Form
of Letter Agreement, dated June 22, 2010, between the Corporation and Thomas E.
Mara/Joseph A. Orlando.
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