- Current report filing (8-K)
December 17 2008 - 5:23PM
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
December 11, 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 December 11, 2008, the Compensation Committee (the Committee) of the Board of
Directors of Unica Corporation (the Company) approved the adoption of a form of Executive
Retention Agreement (Agreement) the provisions of which establish benefits to the Companys
executive officers in the event of a termination of employment
following a change in control of the
Company.
The Agreement is primarily intended to reinforce and encourage the continued employment and
dedication of the Companys key personnel without distraction from the possibility of a change in
control and related events and circumstances. The following summaries are qualified in their
entirety by reference to the form Executive Retention Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
In general, the Agreement provides that, if a change in control (as defined in the Agreement)
occurs and the executives employment with the Company is terminated by the Company, other than for
cause, disability or death or by the Executive for good reason (as those terms are defined in
the agreement) within 12 months following a change in control of the Company, then the executive
would be entitled to the following benefits:
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Accelerated vesting of (i) 75% of the executives unvested equity awards if the
executive has been employed by the Company for at least one year but less than two
years or (ii) 100% of the executives unvested equity awards if the executive has
been employed by the Company for at least two years, except that the agreement for
Kevin P. Shone, our Chief Financial Officer, will provide for 100%
vesting if Mr.
Shone has been employed for at least one year;
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Cash severance payment equal to the sum of (i) the executives highest base
salary in effect during the 12 month-period preceding the change in control and
(ii) the executives target annual cash bonus in effect at the time of the change
in control; and
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Continuation of health care benefits for a period of 12 months following
termination of employment.
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The Executive Retention Agreement for Mr. Shone will supersede the provisions of his offer letter
which were disclosed in the Current Report on Form 8-K filed on October 7, 2008.
On December 11, 2008, the Committee approved a grant of stock options to Eric Schnadig, our Senior
Vice President of Worldwide Sales, and David Sweet, our Senior Vice President of Corporate
Development. The exercise price of the options is the closing price of Unica Corporation shares on
the NASDAQ stock exchange on the date of the grant by the Committee. Vesting of the options is
conditioned upon the Company meeting a certain pre-established threshold for Non-GAAP operating
income for its fiscal 2009. Non-GAAP operating income excludes share-based compensation expense,
amortization of expenses, and amortization of intangibles related to acquisitions. In the event
that the Company meets the threshold for non-GAAP operating income, the options will vest over four
years with 25% of the options vesting on December 1, 2009 and the remaining 75% vesting quarterly
thereafter at a rate of 6.25% per quarter for three years. If the Company fails to meet the
threshold for adjusted operating income, the options will be cancelled.
Item 9.01. Financial Statements and Exhibits.
(d) 10.1 Form of Executive Retention Agreement
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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December 17, 2008
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By:
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/s/ Kevin P. Shone
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Kevin P. Shone
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Senior Vice President and
Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Form of Executive Retention Agreement
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