UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
February 24, 2006 (February 24, 2006)
Build-A-Bear Workshop, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32320 43-1883836
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1954 Innerbelt Business Center Drive
St. Louis, Missouri 63114
(Address of principal executive offices) (Zip Code)
(312) 423-8000
(Registrant's telephone number, including area code)
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.
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Employment Agreement Amendments
On February 24, 2006, the Company entered into amendments
(collectively, the "Agreement Amendments") to the existing employment agreements
between the Company and each of the following executive officers of the Company:
Maxine Clark, Barry Erdos, Tina Klocke, Teresa Kroll and Robert Scott Seay. The
Agreement Amendments provide that each executive will be entitled to a bonus
provided that the Company reaches certain minimum financial objectives. The
minimum bonuses (expressed as a percentage of the executive's base salary for
the applicable fiscal year) are as follows: Maxine Clark - 125%; Barry Erdos -
60%; Tina Klocke - 35%; Teresa Kroll - 35%; and Robert Scott Seay - 35%. Also,
each of the Agreement Amendments provides that if the executive is terminated
for cause, he or she will be afforded the opportunity to discuss the applicable
termination date with the Company. Each of the Agreement Amendments modifies the
time period by which the executive's bonus will be paid and obligates the
Company to indemnify the executive from any tax liabilities arising as a result
of such payment being made after such time period. Finally, the Agreement
Amendments eliminate certain provisions of the agreements which related only to
a previous fiscal year.
In addition to the terms common to the agreements (as amended) noted
above, the Agreement Amendment for Ms. Clark provides that Ms. Clark will
receive a bonus for each fiscal year beginning with fiscal year 2005 that will
render her the most highly compensated executive at the Company by at least one
dollar ($1.00). Ms. Clark's Agreement Amendment also provides that in the event
the Company terminates Ms. Clark after her initial employment term is completed
without cause or if she terminates her employment with good reason, the Company
is obligated to continue her base salary for two years following termination
(reduced by the amount of any cash compensation received by a subsequent
employer during such period). The Agreement Amendment also modifies the
competition restrictions to provide that Ms. Clark may not compete with the
Company for a period of two years following termination of her employment
(unless such termination is by Ms. Clark for good reason).
The Agreement Amendment for Mr. Erdos provides that Mr. Erdos is
generally entitled to a board seat as a Class III director so long as he is
re-elected by the shareholders of the Company, provided that if Mr. Erdos'
employment is terminated for any reason that he will promptly resign from the
Board.
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SIGNATURES
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.
BUILD-A-BEAR WORKSHOP, INC.
Date: February 24, 2006 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear, Secretary and
Treasurer