Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Employment Agreement with
Under the terms of
Pursuant to the terms of the CEO A&R Employment Agreement,
• payment of his then-current base salary in accordance with normal payroll procedures for twelve (12) months; • payment or reimbursement of continued health coverage forMr. O'Connell and his dependents under COBRA for the applicable severance period; and • payment of any i) accrued but unpaid salary through the date of termination; ii) unreimbursed business expenses incurred byMr. O'Connell in accordance with the Company's standard reimbursement policies, and iii) benefits owed toMr. O'Connell under any qualified retirement plan or health and welfare benefit plan in whichMr. O'Connell was a participant in accordance with applicable law and the provisions of such plan (together, the "Accrued Obligations").
Under the CEO A&R Employment Agreement, if
• payment of his then-current base salary in accordance with normal payroll procedures for eighteen (18) months; • payment or reimbursement of continued health coverage forMr. O'Connell and his dependents under COBRA for the applicable severance period; • a lump sum cash payment of 1.5 times the CEO Target Amount for the year in which the termination occurs in accordance with normal payroll procedures; • the vesting and exercisability of all outstanding equity awards held byMr. O'Connell immediately prior to the termination date that are subject to time-based vesting requirements (if any) will be accelerated in full, and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth inMr. O'Connell's equity award agreement governing such award; and • payment of any Accrued Obligations.
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Employment Agreement with
•Mr. Zuga's base salary is$415,300 ; •Mr. Zuga's annual target for his Annual Bonus is 40% of his then-current base salary (the "Target Amount"); • IfMr. Zuga's employment is terminated by the Company without Cause or byMr. Zuga for Good Reason thenMr. Zuga is entitled to receive the same Non-CIC Severance Benefits asMr. O'Connell , butMr. Zuga will receive payment of his then-current base salary for nine (9) months, rather than twelve (12); and • IfMr. Zuga's employment is terminated by the Company without Cause or ifMr. Zuga resigns for Good Reason, in either case within three (3) months prior to or twelve (12) months following the effective date of a Change in Control,Mr. Zuga is entitled to receive the same CIC Severance Benefits asMr. O'Connell , butMr. Zuga will receive payment of his then-current base salary for twelve (12) months, rather than eighteen (18), and will receive a lump sum cash payment of 1.0 times the Target Amount for the year in which the termination occurs, rather than 1.5 times the CEO Target Amount.
Employment Agreement with
The foregoing descriptions of the A&R Employment Agreements are not complete and
are qualified in their entirety by reference to the A&R Employment Agreements,
which will be filed as exhibits to the Company's Annual Report on Form 10-K for
the year ended
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