- Current report filing (8-K)
October 29 2010 - 6:09AM
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): October 29, 2010 (October 27, 2010)
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34299
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31-1420852
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1601 Dry Creek Drive, Suite 260
Longmont, 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) 684-4000
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Not Applicable
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(Former name or former address if changed since last report.)
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 of Certain Officers.
On October 27, 2010, DigitalGlobe, Inc. (the Company), upon the recommendation of the Compensation Committee of
the Board of Directors, approved a retention program (Retention Program) for its senior executives and an Amended and
Restated Employment Agreement by and between the Company and Jill Smith, effective as of September 1, 2010 (the
Employment Agreement). The Retention Program is comprised of restricted stock awards ( Retention Awards) under
the Companys 2007 Employee Stock Options Plan (the Plan) and amendments to employment or severance agreements for
senior executives, including Yancey L. Spruill, the Companys Executive Vice President, Chief Financial Officer and
Treasurer, Rafay Khan, the Companys Senior Vice President, Commercial Sales, Scott Hicar, the Companys Senior Vice
President and Chief Information Officer, and J. Alison Alfers, the Companys Senior Vice President, General Counsel and
Secretary.
Restricted Stock Awards
In order to incentivize the continued service of the Companys senior executives, on October 27, 2010 the
Compensation Committee of the Board of Directors of the Company granted the following Retention Awards: to Mr. Spruill
24,791 restricted shares of the Companys common stock (restricted shares), to Mr. Khan 20,143 restricted shares, to
Mr. Hicar 15,495 restricted shares, and to Ms. Alfers 20,143 restricted shares. The restricted shares shall vest 30%
on August 31, 2011 and 70% on August 31, 2012. Retention Awards are subject to the terms and conditions set forth in
the Plan and the Restricted Stock Award Agreement to be entered into by each executive.
In the event an executive terminates his/her employment for Good Reason (as defined in the form of Restricted
Stock Award Agreement) or in the event the Company terminates an executive without Cause (as defined in the form of
Restricted Stock Award Agreement), any unvested restricted shares shall immediately vest. If the executive voluntarily
ends his/her employment without Good Reason or his employment is terminated by the Company for Cause, the executive
will forfeit any and all restricted shares that have not vested as of the date of termination. If the executives
employment terminates due to the executives death or disability, then unvested restricted shares shall vest pro rata
based upon the number of days between the grant of the award and the termination date as set forth in the form of
Restricted Stock Award Agreement. This description of the Restricted Stock Award Agreements is qualified in its
entirety by the terms of the Restricted Stock Award Agreements, the form of which is attached as Exhibit 10.1 and is
incorporated herein by reference.
Amendment to Employment and Severance Agreements
The amendment to the Employment Agreement between the Company and Mr. Spruill (the Employment Amendment) and
the amendments to the Severance and Protection Agreements with Mr. Khan, Mr. Hicar and Ms. Alfers (the Severance
Amendments), each of which became effective on September 1, 2010, extend the respective executives employment through
August 31, 2012 with automatic extensions on an annual basis for additional one-year periods, unless the Company or
executive provides 180 days prior written notice to the other party. Additionally, the Employment Amendments and
Severance Amendments eliminate the Companys requirement to provide a gross-up of the golden parachute excise tax and
to provide that the Retention Awards are not subject to single-trigger vesting upon a change of control of the
Company. This description of the Employment Amendment and Severance Agreements is qualified in its entirety by the
terms of the Employment Amendment and Severance Amendments, the forms of which are attached as Exhibit 10.2 and 10.3
and are incorporated herein by reference.
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Amended and Restated Employment Agreement
The
Employment Agreement amends and restates the old Employment Agreement, dated as of September 1, 2008, by and
between the Company and Ms. Smith. Set forth below is a brief description of the material terms of the Employment
Agreement (as amended and restated) pursuant to which Ms. Smith serves as our Chief Executive Officer.
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Term: The Employment Agreement remains in effect until August 31, 2011. The parties may mutually agree
on or before May 31, 2011 to extend the term of the Employment Agreement for an additional one-year period.
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Cash Compensation: Ms. Smith continues to be entitled to an annual base salary of $480,000 and have the
opportunity to earn an annual bonus equal to 70% of her annualized base salary in accordance with the Company
Executive Success Sharing Plan (as defined in the Employment Agreement) for the applicable calendar year.
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Annual Long-Term Incentives: For any full calendar year, Ms. Smith is eligible for annual stock option
and/or other equity incentive grants based on the achievement of such individual and Company-related
performance criteria as determined by the Board of Directors of the Company and communicated to Ms. Smith.
The target annual incentive grant for 2010 is equity awards with a value of $1,000,000 with greater amounts
up to $1,500,000 or lesser amount (including zero) awarded for performance above or below targets established
by the Companys Board of Directors.
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Termination: Ms. Smith may terminate her employment at any time for any reason, upon 30 days prior
written notice. Prior to a change of control, the Company may terminate Ms. Smiths employment at any time
for any reason, upon 30 days prior written notice. Prior to a change of control, if Ms. Smiths employment
is terminated on or after September 1, 2010 and on or before August 31, 2011, other than (i) by Ms. Smith for
good reason, (ii) by the Company for cause or (iii) due to death or disability, Ms. Smith would be entitled
to the cash and incentive compensation that she would have been entitled to if her employment was continued
to August 31, 2011 and, if such termination occurs after August 31, 2011, cash and incentive compensation
determined on a pro rata basis through the date of termination, as set forth in more detail in the Employment
Agreement, and Ms. Smith and the Company will enter into a consulting agreement that provides for a payment
of $10,000 per month for up to 15 hours of Ms. Smiths time for a period of twelve months, subject to
termination by Ms. Smith at any time upon 5 days written notice and by the Company for breach of the
consulting agreement or Ms. Smiths non-compete and non-solicitation agreement.
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Change of Control: Following a change of control (as defined in the Employment Agreement), if Ms. Smith
is terminated for any reason other than cause or disability, or if Ms. Smith resigns for good reason, she
will be entitled to receive severance benefits in an amount equal to 2.5 times the sum of her base salary and
plus her target bonus for the current year.
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Benefits: If Ms. Smith elects continuation coverage under COBRA following such a termination of
employment, we will provide the benefits at our sole cost until the earlier of (a) the date upon which Ms.
Smith is re-employed and eligible for comparable benefits and (b) (i) August 31, 2012 if such termination is
on or before August 31, 2011 and (ii) until August 31, 2013 if such termination is on or after September 1,
2011. Any receipt of benefits under the terms of the Employment Agreement is contingent upon the executives
execution and non-revocation of a general release and waiver in our favor.
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Other: Ms. Smith is subject to a confidentiality covenant and covenants prohibiting her from soliciting
our employees or competing with us for twenty-four months following termination of her employment. The
incentive awards granted to Ms. Smith prior to the date of the Employment Agreement remain outstanding
without amendment to the terms thereof other than to provide continued vesting during the non-solicitation
and competition period and for accelerated vesting at the end of such restricted period. Additionally, the
Companys requirement to provide a gross-up of the golden parachute excise tax is eliminated.
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This description of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement, the
form of which is attached as Exhibit 10.4 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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Exhibit 10.1
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Form of Restricted Stock Award Agreement.
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Exhibit 10.2
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Form of Amendment to Employment Agreement.
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Exhibit 10.3
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Form of Amendment to Severance and Protection Agreement.
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Exhibit 10.4
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Amended and Restated Employment Agreement by and between
DigitalGlobe, Inc. and Jill Smith, effective as of September
1, 2010.
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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.
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Date: October 29, 2010
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DIGITALGLOBE, INC.
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By:
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/s/ Yancey L. Spruill
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Name:
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Yancey L. Spruill
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Title:
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Executive Vice President, Chief Financial Officer
and Treasurer
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