Unica Corp - Current report filing (8-K)
February 01 2008 - 4:34PM
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
January 28, 2008
Date of Report (Date of earliest event reported)
Unica Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-51461
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04-3174345
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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Reservoir Place North
170 Tracer Lane
Waltham, Massachusetts 02451-1379
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code:
(781) 839-8000
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 (see General Instruction
A.2. below):
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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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TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On January 28, 2008, the Compensation Committee of the Board of Directors of Unica Corporation
(the Company) approved the Fiscal Year 2008 Executive Incentive Plan (the 2008 Plan) for
executive officers of the Company, including the named executive officers (other than the Senior
Vice President of WorldwideSales). The 2008 Plan is intended to reward executive officers for
significant contributions to the Companys growth and profitability and for the achievement of
pre-established individual performance goals. The individual target amounts under the 2008 Plan
range from 30% to 100% of the named executive officers base salary. The total amount available to
all eligible executive officers under the 2008 Plan is based on the Companys achievement of
pre-established adjusted operating income targets.
Up to 25% of each participants target cash incentive amount is eligible for payout after the
public release of the Companys second quarter financial results. The remaining portion of each
participants target incentive amount is eligible for payout after the public release of the
Companys 2008 year-end financial results. The Compensation Committee and the Board of Directors
of the Company may change, modify or adjust any provision of the 2008 Plan to serve the interests
of the Company.
The foregoing description of the 2008 Plan is not complete and is qualified in its entirety by
reference to the 2008 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
In addition, on January 28, 2008, the Compensation Committee of the Board of Directors of the
Company approved an increase to the base salary of Eric Schnadig, the Companys Senior Vice
President of Worldwide Sales, to $220,000 per year. The Compensation Committee also approved an
incentive compensation plan for Mr. Schnadig, pursuant to which Mr. Schnadig may earn up to 75% of
his target cash incentive amount based on attainment of total bookings for the Company. Total
bookings is an internal measurement primarily related to the contract value of new license
agreements including first year maintenance, renewals of existing maintenance and subscription
arrangements, and services. This portion of Mr. Schnadigs cash incentive compensation will be
paid quarterly. Mr. Schnadig is eligible to earn up to 25% of his target cash incentive based on
achievement of pre-established individual performance goals, subject to the Companys achievement
of the adjusted operating income targets contained in the 2008 Plan
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Item 9.01. Financial Statements and Exhibits.
(d) 10.1 Fiscal Year 2008 Executive Incentive Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
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UNICA CORPORATION
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February 1, 2008
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By:
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/s/ Ralph Goldwasser
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Ralph Goldwasser
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Senior Vice President and Chief Financial
Officer
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3
Exhibit Index
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Exhibit No.
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Description
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10.1
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Fiscal Year 2008 Executive Incentive Plan
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