- Current report filing (8-K)
February 28 2011 - 8:20AM
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 28, 2011 (February 23, 2011)
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
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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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 February 23
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2011, DigitalGlobe, Inc. (the Company) announced the appointment of Jeffrey
R. Tarr as the President and Chief Executive Officer (CEO) of the Company and the election of Mr.
Tarr to the board of directors of the Company, such appointment and election to be effective April
5, 2011. As of such effective date, Jill D. Smith will resign as the President, CEO and Chairman
of the board of directors of the Company, but she will remain a consultant to the Company pursuant
to the terms and conditions of the consulting agreement with the Company contemplated by Ms.
Smiths employment agreement. On February 23, 2011, General Howell M. Estes III was appointed as
the Chairman of the board of directors of the Company, such appointment to also be effective on
April 5, 2011.
From 2004 through 2010, Mr. Tarr, 47, was employed by IHS Inc., a provider of information and
analysis related to energy, geopolitical risk, environmental sustainability, supply chain and
economics, most recently as President and Chief Operating Officer. From 2001 to 2003 he served as
the Chief Executive Officer and President of Hoovers Inc., also serving as Chairman from 2002
until 2003, when he oversaw the sale of the company to Dun & Bradstreet (D&B) and was name
President of the new subsidiary. Mr. Tarr also currently serves as a director of the Corporate
Executive Board Company.
In connection with him becoming President and CEO, Mr. Tarr entered into an Employment
Agreement with the Company (the Employment Agreement). Certain terms of the Employment
Agreement, including the compensation Mr. Tarr will receive, are summarized below:
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Term: The Employment Agreement term will commence April 5, 2011 and will remain in
effect through April 4, 2014. It shall be automatically extended on an annual basis for
an additional one-year period unless either the Company or Mr. Tarr provides at least
180-days prior written notice that the term of the Employment Agreement will not be
extended.
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Cash Compensation: Mr. Tarr will be entitled to an annual base salary of $550,000 and
have the opportunity to earn an annual bonus equal to 85% of his annualized base salary if
target levels of performance (as established by the board of directors) are achieved for
the applicable calendar year. The annual bonus will be prorated for 2011.
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Sign-On Grant: Mr. Tarr will be granted equity awards with a fair value of $2,500,000.
50% of such awards will consist of options for shares of the Companys common stock.
These options will vest 25% on the day prior to the first anniversary of Mr. Tarrs
employment and 25% on the day prior to each of the following three anniversaries; provided
Mr. Tarr remains employed by the Company. The additional 50% of equity awards will
consist of restricted stock, which will be subject to the terms of the Companys equity
incentive plan. The restricted stock will vest 25% on the day prior to the first
anniversary of Mr. Tarrs employment and 25% on the day prior to each of the following
three anniversaries; provided Mr. Tarr remains employed by the Company. In the event of
Mr. Tarrs death or termination due to disability, the options will fully vest and become
exercisable and the restricted stock will fully vest.
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Annual Long-Term Incentives: Mr. Tarr is eligible for annual stock options 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 Mr. Tarr. The target annual incentive grant is equity awards with a fair
value of $1,300,000 with greater amounts up to $1,950,000 or less amounts awarded for
performance above or below target, consistent with the Companys applicable executive
compensation plans for performance at or above targets established by the Companys board
of directors. The incentive grant for 2011 shall be prorated for the partial year of
employment.
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Termination: Mr. Tarr may terminate his employment at any time for any reason, upon 30
days prior written notice or upon nonextension by the Company. If Mr. Tarr terminates
his employment or the Company terminates Mr. Tarr for cause, Mr. Tarr will be entitled to
receive compensation through the date of his termination, any benefits to which he would
be entitled under the Companys existing benefits plans and any expense reimbursements
payable under the Companys reimbursement plan, in accordance with the terms of the
Employment Agreement, and he will forfeit any unvested equity awards. Prior to a change
of control or more than 24 months
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thereafter, if the Company terminates Mr. Tarr, he will be entitled to receive a severance
payment equal to the sum of two times his base salary plus an amount equal to the average
amount of any bonus payments he received during the prior two years, and he will forfeit
any unvested equity awards. Mr. Tarr will be entitled to receive severance benefits in
accordance with the terms of the Employment Agreement. In the event of Mr. Tarrs death,
his estate or beneficiaries will be entitled to receive his compensation through the date
of his death, any benefits to which the estate or beneficiaries would be entitled under the
Companys existing benefits plans and any unvested options will automatically vest.
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Change of Control: If Mr. Tarr resigns for good reason or is terminated by the Company,
or the Company elects not to renew the Employment Agreement, within 6 months prior to or
24 months following a change of control for any reason other than cause or disability, he
will be entitled to receive a severance payment equal to two times the sum of his base
salary plus his target bonus for the current year. Any unvested equity awards will become
fully vested. All benefits following a change of control only accrue if a change of
control occurs and Mr. Tarr is terminated.
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Nonrenewal: In the event that the Company provides notice to Mr. Tarr that it will not
extend the term of his employment pursuant to the automatic renewal provision, Mr. Tarr is
entitled to receive a severance payment in an amount equal to 1.85 multiplied by his
current base salary. All unvested equity awards shall be forfeited.
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Benefits: Mr. Tarr will be entitled to participate in the Companys standard health,
welfare and benefit plans. If Mr. Tarr elects continuation coverage under COBRA following
the Companys decision not to renew his employment, his termination by the Company without
cause or his resignation for good reason, the Company will provide the benefits under
COBRA at its sole cost until the earlier of (a) the date upon which Mr. Tarr is
re-employed and eligible for comparable benefits and (b) the period of time following
termination that is equal to the period with respect to which Mr. Tarrs base salary is
paid as severance following such nonrenewal decision, termination or resignation. Any
receipt of such benefits under the terms of the Employment Agreement is contingent upon
the executives execution and non-revocation of a general release and waiver in the
Companys favor.
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Confidentiality and Non-competition: Mr. Tarr is subject to a confidentiality covenant
and covenants prohibiting him from soliciting our employees or competing with us for one
year following termination of his employment.
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Other: If Mr. Tarr fails to receive certain security clearances by April 5, 2012, the
board of directors of the Company has the option to termination his employment. In the
event of such termination, Mr. Tarr will be entitled to receive compensation through the
date of his termination and a cash bonus for the year of termination that will be prorated
for the amount of time from January 1 through the date of termination. He will not be
entitled to receive the Annual Long-Term Incentives referred to above. Also, any unvested
restricted shares options will be forfeited. All compensation will be prorated for 2011.
The Company will indemnify Mr. Tarr against certain losses and cover Mr. Tarr under its
directors and officers liability insurance.
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The 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 10.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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Exhibit 10.1
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Employment Agreement by and between DigitalGlobe, Inc. and
Jeffrey R. Tarr, dated February 23, 2011 and effective as
of April 5, 2011.
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Exhibit 99.1
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Press Release of the Company dated February 28, 2011.
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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: February 28, 2011
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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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