- Current report filing (8-K)
February 13 2009 - 4:42PM
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 9, 2009
CROCS, INC.
(Exact name of
Registrant as specified in its charter)
Delaware
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0-51754
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20-2164234
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(State or other
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(Commission
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(I.R.S. Employer
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jurisdiction
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File Number)
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Identification
No.)
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of
incorporation)
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6328
Monarch Park Place
Niwot, Colorado
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80503
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(Address of
principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(303) 848-7000
Not
Applicable
(Former name or
former address, if changed since last report)
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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements for Certain Officers.
Crocs, Inc. (the Company) entered into an employment agreement
dated February 9, 2009 with John P. McCarvel, the Companys Chief
Operating Officer and Executive Vice President.
The employment agreement provides that Mr. McCarvel
will receive an annual base salary of $600,000, subject to annual adjustments. Mr. McCarvel
will also be eligible for a bonus pursuant to the Companys 2008 Cash Incentive
Plan (Bonus Plan) based on performance criteria established by the
compensation committee of the Companys board of directors. Mr. McCarvels
bonus target under the Bonus Plan will be 80% of his annual base salary. At the
discretion of the compensation committee,
Mr. McCarvel will also be eligible to receive equity awards under
the Companys 2007 Equity Incentive Plan. In addition, Mr. McCarvel will
be entitled to participate in all employee benefit plans and programs generally
available to the Companys executives, including the Companys 2007 Senior
Executive Deferred Compensation Plan. The term of the employment agreement is
two years (the Term).
The employment agreement also provides that
if Mr. McCarvel is terminated by the Company involuntarily without cause
during the Term he will receive: (A) all base salary that would have been
paid to him had he remained employed by the Company for the remainder of the
Term; (B) the bonus payment that would have been paid to him in accordance
with the terms and conditions of the Bonus Plan for the year in which he was
terminated, to be paid at its regularly scheduled time; and (C) if the
Bonus Plan payment criteria for Mr. McCarvel were not established for a
fiscal year at the time of Mr. McCarvels termination, the
target
Bonus Plan
payment
set forth above that would have been
paid to him had he remained employed by the Company for the remainder of the
Term. In addition, if Mr. McCarvel is terminated by the Company
involuntarily without cause during the Term, all unvested Company stock options
held by Mr. McCarvel will immediately vest and all stock options held by Mr. McCarvel
will remain exercisable for one year following the termination.
The employment agreement requires Mr. McCarvel
to maintain confidential information regarding the Company and to assign
certain inventions and intellectual property to the Company. During his
employment with the Company and for the remainder of the Term after the
termination of his employment with the Company, Mr. McCarvel will be
restricted from participating in certain competitive businesses. During his
employment with the Company and for a period of twelve months after the
termination of his employment with the Company, Mr. McCarvel will be
restricted from soliciting customers of the Company.
The summary of the employment agreement is
qualified by reference to the full text of the agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
2
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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10.1
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Employment Agreement dated February 9, 2009 by
and between Crocs, Inc. and John McCarvel.
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3
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.
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CROCS, INC.
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Date: February 13,
2009
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By:
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/s/ Russell C. Hammer
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Russell C.
Hammer,
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Chief
Financial Officer, Senior Vice
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President
- Finance and Treasurer
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4
EXHIBIT
INDEX
Exhibit No
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Description
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10.1
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Employment
Agreement dated February 9, 2009 by and between Crocs, Inc. and John
McCarvel.
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5
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