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): December 30, 2008
The Hackett Group, Inc.
(Exact name of registrant as specified in its charter)
| FLORIDA | 0-24343 | 65-0750100 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
1001 Brickell Bay Drive, Suite 3000 Miami, Florida |
33131 | |
| (Address of principal executive offices) | (Zip Code) |
(305) 375-8005
(Registrant’s telephone number, including area code)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 December 30, 2008, the Board of Directors of The Hackett Group, Inc. (the “Company”) approved an amendment to the employment agreement dated May 26, 1998 between the Company and Ted A. Fernandez, as amended on November 10, 2004 and as further amended on June 10, 2005 (the “Fernandez Agreement”). On that same date, the Board of Directors of the Company approved an amendment to the employment agreement dated December 26, 2001 between the Company and David N. Dugan, as amended on November 10, 2004 and as further amended on March 24, 2006 (the “Dungan Agreement” and together with the Fernandez Agreement, the “Agreements”). The amendments to the Agreements were made for the purpose of bringing the Agreements into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). The below description of the material amendments to the Agreements is qualified in its entirety by reference to the complete text of the amendments to the Fernandez Agreement and the Dungan Agreement filed as Exhibits 10.1 and 10.2 hereto, respectively.
Pursuant to the amendments to the Agreements, any severance payments due upon a termination event will be paid in a lump sum on the Company’s next regular salary payment date following termination (including with respect to the Company’s option to pay two times of the severance amounts). In addition, the Agreements were amended to provide that the transaction bonus due as a result of a change in control will be paid in a lump sum on the Company’s next regular salary payment date following the change in control.
The amendments to the Agreements also require that payment of any severance or transaction bonus due to a specified employee (as defined in the Agreements) will be delayed, if required by Section 409A, until the first day following the six-month anniversary following the date of termination or change in control, as applicable.
Except as described above, the remaining terms of the Agreements are substantially unchanged and remain in full force and effect.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index attached hereto.
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.
| THE HACKETT GROUP, INC. | ||||
| Date: January 2, 2009 | By: |
/s/ Robert A. Ramirez |
||
| Robert A. Ramirez | ||||
| Executive Vice President, Finance and Chief Financial Officer | ||||
Exhibit Index
|
Exhibit No. |
Description |
|
| 10.1 | Third Amendment to Employment Agreement between the Company and Ted A. Fernandez, dated December 30, 2008. | |
| 10.2 | Third Amendment to Employment Agreement between the Company and David N. Dungan, dated December 30, 2008. | |
Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT IS made effective the 30th day of December, 2008 and amends that certain Employment Agreement dated May 26, 1998 between The Hackett Group, Inc. (formerly known as Answerthink, Inc., and formerly known as AnswerThink Consulting Group, Inc.) (the “Company”) and Ted A. Fernandez (the “Executive”).
Whereas the Executive and the Company previously entered into the Employment Agreement; and
Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated November 10, 2004 (the “First Amendment”); and
Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated June 10, 2005 (the “Second Amendment”); and
Whereas the Compensation Committee of the Board of Directors of the Company and the Executive believe it is in the best interests of the Company to amend the Employment to comply with Internal Revenue Code Section 409A.
Now therefore, in consideration of the continuing mutual covenants and agreements set forth herein and in the Employment Agreement as amended by the First and Second Amendments and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 9(b)(iv) Disability and the two sentences directly following such Section 9(b)(iv) shall be amended and restated in their entirety to read and provide as follows:
(iv) the Company shall pay the Executive an aggregate amount equal to the sum of (A) Executive’s Base Salary and (B) Executive’s Bonus for the twelve month period immediately preceding the Date of Termination (the “Severance Payment”), payable in a lump sum on the Company’s next regular salary payment date following the Date of Termination. In addition, the Company shall have the option by delivering notice to the Executive in accordance with Section 11 hereof within 5 days after the Date of Termination to pay the Executive two hundred percent (200%) of the Severance Payment in a lump sum on the Company’s next regular salary payment date following the delivery of such notice.
2. Section 9(d)(iv) By the Company without Cause or by the Executive for Good Reason and the two sentences directly following Section 9(d)(iv) shall be amended and restated in their entirety to read and provide as follows:
(iv) subject to Section 9(e) hereof, the Company shall pay the Executive the Severance Payments payable in a lump sum on the Company’s next regular salary payment date following the Date of Termination. In addition, the Company shall have the option by delivering notice to the Executive in accordance with Section 11 hereof within 5 days after the Date of Termination to pay the Executive two hundred percent (200%) of the Severance Payment in a lump sum on the Company’s next regular salary payment date following the delivery of such notice.
3. Section 22(iii) Vesting and Transaction Bonus Upon Change of Control shall be amended and restated in its entirety to read and provide as follows:
(iii) the Company shall pay the Executive an aggregate amount equal to two hundred percent (200%) of the sum of the (A) Executive’s Base Salary and (B) the Executive’s Bonus for the twelve month period immediately preceding the Change of Control (the “Transaction Bonus”), payable in a lump sum on the Company’s next regular salary payment date following the date on which the Change of Control occurs.
4. The second sentence in Section 10(a) Noncompetition is amended and restated in its entirety to read and provide as follows:
Therefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that during the Employment Period and for twelve (12) months following his Date of Termination (the “Initial Period”) if he is paid the Separation Payment in accordance with this Agreement or for twenty four (24) months following the date that a Change of Control occurs or his Date of Termination whichever is earlier (the “Extended Period”) if he is paid two hundred percent (200%) of the Separation Payment or
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the Transaction Bonus in accordance with this Agreement (the “Noncompete Period”) and so long as the Company is observing all of its obligations under this Agreement, he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage is any business competing with the businesses of the Company, its Subsidiaries, or any business in which the Company or its Subsidiaries has commenced negotiations or has requested and received information relating to the acquisition of such businesses within eighteen months prior to the termination of the Executive’s employment with the Company, in any country where the Company, its Subsidiaries, or other aforementioned business conducts business.
5. A new section 23 shall be added to read and provide as follows:
23. Internal Revenue Code (“IRC”) Section 409A . Notwithstanding anything to the contrary contained in this Employment Agreement, if the Executive is a Specified Employee (as defined in the IRC) on the Date of Termination and, as a result thereof, Section 409A of the IRC and the rules promulgated thereunder would so require, payment of the severance benefits provided pursuant to Sections 9 or 22 shall begin on the first day following the six-month anniversary of the Date of Termination.
6. All other provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on December 30, 2008.
| The Hackett Group, Inc. | ||||||||
| Attest: | ||||||||
| By: |
|
By: |
/s/ Frank Zomerfeld |
|||||
| Name: | Frank Zomerfeld | |||||||
| Title: | General Counsel and Secretary | |||||||
| Ted A. Fernandez | ||||||||
| Attest: | ||||||||
| By: |
|
/s/ Ted A. Fernandez |
||||||
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Exhibit 10.2
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT IS made effective the 30th day of December, 2008 and amends that certain Employment Agreement dated December 26, 2001 between The Hackett Group, Inc. (formerly known as Answerthink, Inc., and formerly known as AnswerThink Consulting Group, Inc.) (the “Company”) and David N. Dungan (the “Executive”).
Whereas the Executive and the Company previously entered into the Employment Agreement; and
Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated November 10, 2004 (the “First Amendment”); and
Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated March 24, 2006 (the “Second Amendment”); and
Whereas the Compensation Committee of the Board of Directors of the Company and the Executive believe it is in the best interests of the Company to amend the Employment to comply with Internal Revenue Code Section 409A.
Now therefore, in consideration of the continuing mutual covenants and agreements set forth herein and in the Employment Agreement as amended by the First and Second Amendments and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 9(b)(iv) Disability and the two sentences directly following such Section 9(b)(iv) shall be amended and restated in their entirety to read and provide as follows:
(iv) the Company shall pay the Executive an aggregate amount equal to the sum of (A) Executive’s Base Salary and (B) Executive’s Bonus for the twelve month period immediately preceding the Date of Termination (the “Severance Payment”), payable in a lump sum on the Company’s next regular salary payment date following the Date of Termination. In addition, the Company shall have the option by delivering notice to the Executive in accordance with Section 11 hereof within 5 days after the Date of Termination to pay the Executive two
hundred percent (200%) of the Severance Payment in a lump sum on the Company’s next regular salary payment date following the delivery of such notice.
2. Section 9(d)(ii) By the Company without Cause or by the Executive for Good Reason and the two sentences directly following Section 9(d)(iv) shall be amended and restated in their entirety to read and provide as follows:
(ii) subject to Section 9(e) hereof, the Company shall pay the Executive the Severance Payments payable in a lump sum on the Company’s next regular salary payment date following the Date of Termination. In addition, the Company shall have the option by delivering notice to the Executive in accordance with Section 11 hereof within 5 days after the Date of Termination to pay the Executive two hundred percent (200%) of the Severance Payment in a lump sum on the Company’s next regular salary payment date following the delivery of such notice.
3. Section 22(iii) Vesting and Transaction Bonus Upon Change of Control shall be amended and restated in its entirety to read and provide as follows:
(iii) the Company shall pay the Executive an aggregate amount equal to two hundred percent (200%) of the sum of the (A) Executive’s Base Salary and (B) the Executive’s Bonus for the twelve month period immediately preceding the Change of Control (the “Transaction Bonus”), payable in a lump sum on the Company’s next regular salary payment date following the date on which the Change of Control occurs.
4. The second sentence in Section 10(a) Noncompetition is amended and restated in its entirety to read and provide as follows:
Therefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that during the Employment Period and for twelve (12) months following his Date of Termination (the “Initial Period”) if he is paid the Separation Payment in accordance with this Agreement or for twenty four (24) months following the date that a Change of Control occurs or his Date of Termination whichever is earlier (the “Extended Period”) if
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he is paid two hundred percent of the Separation Payment or the Transaction Bonus in accordance with this Agreement (the “Noncompete Period”) and so long as the Company is observing all of its obligations under this Agreement, he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage is any business competing with the businesses of the Company, its Subsidiaries, or any business in which the Company or its Subsidiaries has commenced negotiations or has requested and received information relating to the acquisition of such businesses within eighteen months prior to the termination of the Executive’s employment with the Company, in any country where the Company, its Subsidiaries, or other aforementioned business conducts business.
5. A new section 23 shall be added to read and provide as follows:
23. Internal Revenue Code (“IRC”) Section 409A . Notwithstanding anything to the contrary contained in this Employment Agreement, if the Executive is a Specified Employee (as defined in the IRC) on the Date of Termination and, as a result thereof, Section 409A of the IRC and the rules promulgated thereunder would so require, payment of the severance benefits provided pursuant to Sections 9 or 22 shall begin on the first day following the six-month anniversary of the Date of Termination.
6. All other provisions of the Agreement shall remain in full force and effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties have executed this Agreement on December 30, 2008.
| The Hackett Group, Inc. | ||||||
| Attest: | ||||||
| By: |
|
By: |
/s/ Frank Zomerfeld |
|||
| Name: | Frank Zomerfeld | |||||
| Title: | General Counsel and Secretary | |||||
| David N. Dungan | ||||||
| Attest: | ||||||
| By: |
|
/s/ David N. Dungan |
||||
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