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): May 18, 2009

 

CyberOptics Corporation

(Exact name of registrant as specified in its charter)

 

Minnesota

(0-16577)

41-1472057

(State or other jurisdiction of

Commission File No.

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

5900 Golden Hills Drive

 

 

Minneapolis, Minnesota

 

55416

(Address of principal executive offices)

 

(Zip Code)

 

(763) 542-5000

(Registrant’s telephone number, including area code)

 

  ____________________________________________________________________________________________

(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):

 

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

 

(e) On May 18, 2009, CyberOptics Corporation amended the severance pay agreement for Jeffrey Bertelsen, its Chief Financial Officer, to provide for severance pay upon termination without cause, or for good reason, after a change of control equal to twelve months rather than six months compensation.

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits

 

10.1 Amendment to Severance Pay Agreement of Jeffrey A. Bertelsen

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CYBEROPTICS CORPORATION

 

 

 

 

 

 

By

/s/ KATHLEEN P. IVERSON

 

 

Kathleen P. Iverson, Chief Executive Officer

 

Dated:  May 19, 2009

 

 





Exhibit 10.1

 

AMENDMENT TO SEVERANCE PAY AGREEMENT

 

THIS AMENDMENT TO SEVERANCE PAY AGREEMENT is made and entered into this 18th day of May, 2009 by and between CyberOptics Corporation, a Minnesota corporation (the “Company”), and Jeffrey A. Bertelsen (“Executive”).

 

WHEREAS, the Company and the Executive are parties to that certain Severance Pay Agreement dated as of May 19, 2008 (the “Agreement”) which provides, among other things, for a payment equal to six months total compensation in the event Executive’s employment is terminated without cause by the Company, or by the Executive for Good Reason, after a Change of Control (as defined therein);

 

WHEREAS, the Company does not believe such payment would provide adequate incentive to remain engaged in the event of a pending Change of Control.

 

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

1.   Amendment. Section 4(ii) of the Agreement is hereby amended to delete, starting in the third line thereof, the reference to “six (6) times the monthly total compensation of the Executive” and to replace the same with “twelve (12) times the monthly total compensation to the Executive.”

 

2.   Continuation . Except for the amendment set forth in paragraph 1 above, the Agreement shall remain in full force and effect without alteration.

 

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.

 

CYBEROPTICS CORPORATION

 

EXECUTIVE:

 

 

 

 

 

 

 

 

By

/s/ KATHLEEN P. IVERSON

 

/s/ JEFFERY A. BERTELSEN

 

Kathleen P. Iverson, CEO and President

 

Jeffery A. Bertelsen