- Current report filing (8-K)
February 05 2010 - 5:01PM
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 3, 2010
PHASE FORWARD INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-50839
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04-3386549
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(Commission File Number)
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(IRS Employer Identification No.)
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77 Fourth Avenue, Waltham, Massachusetts
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02451
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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:
(888) 703-1122
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 (
see
General
Instruction A.2 below):
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2010,
Phase Forward Incorporated (the
Company
), through its subsidiary,
Phase Forward Europe, amended the employment terms of the Companys Senior Vice
President of Worldwide Sales, Stephen Powell, to align Mr. Powells change
in control severance and non-compete terms to those of U.S.-based senior vice
presidents of the Company. The amended
employment terms, which are set forth in an amended Senior Executive Service
Agreement with Mr. Powell (the
Amended Senior Executive Service
Agreement
) and the Companys Executive Agreement for senior executives
(the
Executive Agreement
), provide for severance payments equal to 50%
of Mr. Powells annual base salary, certain continued health benefits and,
in the discretion of our chief executive officer, an amount representing
variable compensation that such person would have been entitled to receive
under our variable compensation plans but for the termination of his
employment, in the event that the Company terminates his or her employment
other than for cause, death or disability. In addition, the Amended Executive
Agreements provide that if the Company experiences a change in control and the
employment of such executive officer is terminated without cause, or if such
executive officer terminates his or her employment for certain reasons
including a substantial reduction in salary or bonus or geographic movement
during the one-year period following the change in control, then all unvested
stock options, awards and rights granted to such executive officer under any of
the Companys stock option plans become fully-vested and immediately
exercisable and such executive officer is entitled to severance payments equal
to 100% of his or her annual base salary and 50% of such executive officers
annual bonus, as well as certain continued health benefits.
The
Company will also be amending Mr. Powells equity award agreements to be
consistent with the terms of the amended Employment Agreement and the Executive
Agreement, such that the vesting of his restricted stock and restricted stock
unit awards will automatically be accelerated by 12 months if his employment
with the Company ends as a result of death or disability, or if the Company
experiences a change in control. In addition, 100% of Mr. Powells
equity awards would vest in the event that within the 12-month period following
a change in control, (i) he is terminated for any reason other than cause,
death, or disability or (ii) he notifies the Company in writing of his
resignation within 60 days after any event constituting good reason and
describes with reasonable specificity such event.
In
addition, Mr. Powells non-competition agreement with the Company has been
extended from six (6) months to twelve (12) months following any
termination of his employment.
The foregoing description
does not purport to be complete and is qualified in its entirety by reference
to the Senior Executive Service Agreement filed as Exhibit 10.1 hereto and
the form of Executive Agreement attached as Exhibit 10.17 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2008, and
incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
10.1
Amended Senior
Executive Service Agreement, dated February 4, 2010, between Phase Forward
Europe Limited and Stephen Powell
2
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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Phase Forward Incorporated
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February 5,
2010
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By:
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/s/
D. Ari Buchler
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D.
Ari Buchler
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Senior Vice President, Legal and Regulatory
Services
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3
EXHIBIT
INDEX
Exhibit Number
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Description
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10.1
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Amended
Senior Executive Service Agreement, dated February 4, 2010, between
Phase Forward Europe Limited and Stephen Powell
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4
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