- Current report filing (8-K)
February 23 2010 - 3:31PM
Edgar (US Regulatory)
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): February 22,
2010
ARBINET
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
0-51063
|
13-3930916
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
460
Herndon Parkway, Suite 150
Herndo
n,
Virginia 20170
|
20170
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
703
456-4100
(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 is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
|
o
|
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 Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
|
Employment
Agreement Amendment
|
On
February 22, 2010, Arbinet Corporation (“Arbinet” or the “Company”) entered into
a Second Amendment (the “Amendment”) to the Employment Agreement, as amended
(the “Employment Agreement”), between Arbinet and Shawn F. O’Donnell, Arbinet’s
Chief Executive Officer and President. The Employment Agreement
previously provided, among other things, that (1) Mr. O’Donnell must
maintain a permanent residence in the New Jersey area no later than July 1,
2010, and (2) until the earlier of July 1, 2010 or Mr. O’Donnell’s relocation to
the New Jersey area, Mr. O’Donnell is entitled to reimbursement by the Company
for up to $6,500 per month of his reasonable and documented out-of-pocket
expenses incurred for living expenses in the New Jersey area and travel to and
from his residence in the Dallas, Texas area. The Amendment has
amended the Employment Agreement to provide, among other things, that as a
result of the Company having moved its headquarters from New Jersey to Herndon,
Virginia, (1) Mr. O’Donnell’s position is a full-time position based at the
Company’s headquarters in Herndon, Virginia, and (2) Mr. O’Donnell is entitled
to reimbursement by the Company for up to $6,500 per month of his reasonable and
documented out-of-pocket expenses incurred for living expenses in the Virginia
area and travel to and from his residence in the Dallas, Texas
area.
Furthermore,
the Amendment has amended the Employment Agreement to provide that if, within 12
months following a Change of Control (as defined in the Employment Agreement) of
the Company, (i) the Company terminates Mr. O’Donnell’s employment without
Cause, or (ii) Mr. O’Donnell terminates his employment for Good Reason, each as
defined in the Employment Agreement, Mr. O’Donnell will receive, among other
things, a lump sum payment equal to his target bonus opportunity then in effect
(instead of an amount equal to the bonus paid to Mr. O’Donnell in the prior
fiscal year as previously provided by the Employment Agreement).
The
foregoing summary of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference into this Item
5.02.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits
Exhibit No.
|
|
Exhibit
|
|
|
|
10.1
|
|
Second
Amendment, dated as of February 22, 2010, to the Employment Agreement by
and between Arbinet Corporation and Shawn F.
O’Donnell*
|
* Filed
herewith
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.
ARBINET
CORPORATION
|
|
|
|
|
By:
|
/s/ Christie Hill
|
|
|
Christie
Hill
|
|
|
General
Counsel and Secretary
|
|
Date: February
23, 2010
EXHIBIT
INDEX
Exhibit No.
|
|
Exhibit
|
|
|
|
10.1
|
|
Second
Amendment, dated as of February 22, 2010, to the Employment Agreement by
and between Arbinet Corporation and Shawn F.
O’Donnell*
|
* Filed
herewith
Arbinet (NASDAQ:ARBX)
Historical Stock Chart
From Jul 2024 to Aug 2024
Arbinet (NASDAQ:ARBX)
Historical Stock Chart
From Aug 2023 to Aug 2024