Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In a Current Report filed by us on
In a Current Report filed by us on
On
• a revised definition of "good reason" that will provide substantially as follows:
"Good Reason" shall mean the occurrence of any of the following events without the Executive's written consent: (i) a material diminution in the nature or scope of the Executive's responsibilities, duties or authority; provided, however, following a Change in Control (as defined), Executive shall not have Good Reason under this clause (c)(i) if there is not a material diminution in Executive's responsibilities, duties or authority with respect to the operations or business theretofore performed by the Company and its subsidiaries, even if (x) there is a material diminution in Executive's responsibilities, duties or authority with respect to other parts of the operations or business of the acquiring entity and/or (y) there is a change in the person to whom Executive directly reports; (ii) a material diminution in the Executive's annual base salary rate, unless applied in substantially equal or pro-rata fashion across the other similar "C" level executives of the Company; or (iii) a change in the geographic location where the Executive is required to perform services or at which the Executive is principally employed to a geographic location more than 50 miles from the Executive's principal place of employment as of the date hereof"; and
• a provision to the effect that if the applicable officer's employment is terminated by the Company without "cause" or by such officer with "good reason" (i) following the entrance by the Company into definitive documentation governing a Change in Control (including, without limitation, a purchase and sale agreement or merger agreement) but prior to (x) consummation of such Change in Control or (y) termination or abandonment of such Change in Control or (ii) on or within one (1) year following the occurrence of a Change in Control, all of such officer's unvested stock options and restricted stock units shall be fully and immediately vested, to the extent not previously vested; provided, however, that no such vesting shall occur to the extent it would result in an "additional tax" under Section 409A of the Internal Revenue Code.
On
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