UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2010
EDGEWATER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-20971 | 71-0788538 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
20 Harvard Mill Square
Wakefield, Massachusetts 01880
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 246-3343
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; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS |
On December 17, 2010, Edgewater Technology, Inc. (the “Company”) entered into a First Amendment to Employment Agreement (each, an “Amendment” and collectively, the “Amendments”) with each of Shirley Singleton, the Company’s President and Chief Executive Officer, and David Clancey, the Company’s Executive Vice President, Chief Strategy Officer and Chief Technology Officer (each, an “Employee”). The Amendments amend term, salary and severance provisions in each Employee’s respective Employment Agreement with the Company, dated as of June 12, 2007 (each, as amended, an “Employment Agreement” and collectively, the “Employment Agreements”).
Each Amendment extends the term of the respective Employment Agreement for an additional term commencing on January 1, 2011 and continuing until December 31, 2013, unless terminated sooner in accordance with the termination provisions of the applicable Employment Agreement. Prior to the Amendments, the terms of the Employment Agreements would have expired as of December 31, 2010.
The Amendments also establish the following minimum annual base salary levels, subject to potential future increases based upon the review and determination of the Company’s Compensation Committee: Ms. Singleton, $350,000 and Mr. Clancey, $300,000. Prior to the Amendments, the Employment Agreements provided for minimum base salaries of $325,000 and $275,000 for Ms. Singleton and Mr. Clancey, respectively.
Each Amendment also provides that, if the Employee is terminated without cause or terminates his or her employment for good reason (in each case, absent a change of control of the Company), then the Company is required to pay to the Employee a lump sum payment equal to two (2) times the Employee’s annual base salary in effect at the time of such termination plus an amount equal to the Employee’s cash bonus paid for the year immediately preceding the year in which termination of employment occurs. Prior to the Amendments, each Employment Agreement provided that, under such circumstances of termination, the Company would pay a lump sum amount equal to the greater of: (1) the Employee’s base salary for the remaining period of the term of the Employment Agreement plus the prior year’s cash bonus paid to the Employee; or (2) the sum of one year’s annual base salary then in effect plus the greater of 50% of such salary or the amount of the prior year’s cash bonus paid to the Employee.
Each Amendment also provides that, if the Employee’s employment with the Company is terminated without cause or if the Employee terminates employment for good reason (in each instance, following a change of control of the Company), then the Company is required to pay the Employee a lump sum amount equal to two (2) times the Employee’s annual base salary in effect at the time of such termination plus an amount equal to the Employee’s cash bonus paid for the year immediately preceding the year in which termination of employment occurs. Prior to the Amendments, each Employment Agreement provided that, under such circumstances of termination following a change of control, the Company was required to pay a lump sum amount equal to the greater of: (1) the annual base salary of the Employee then in effect for the remaining period of the term of the Employment Agreement plus the amount of cash bonus paid to the Employee for the immediately preceding year; or (2) 1.5 times the annual base salary then in effect plus the amount of the cash bonus paid to the Employee in the year immediately preceding the year of termination.
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
|
Exhibit
|
Description of Exhibit |
|
| 10.1 | First Amendment to Employment Agreement by and among Edgewater Technology, Inc. and Shirley Singleton, dated as of December 17, 2010. | |
| 10.2 | First Amendment to Employment Agreement by and among Edgewater Technology, Inc. and David Clancey, dated as of December 17, 2010. | |
* * *
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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.
Dated: December 22, 2010
| EDGEWATER TECHNOLOGY, INC. | ||
| By: |
/ S / T IMOTHY R. O AKES |
|
| Name: | Timothy R. Oakes | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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Exhibit Index
|
Exhibit
|
Description of Exhibit |
|
| 10.1 | First Amendment to Employment Agreement by and among Edgewater Technology, Inc. and Shirley Singleton, dated as of December 17, 2010. | |
| 10.2 | First Amendment to Employment Agreement by and among Edgewater Technology, Inc. and David Clancey, dated as of December 17, 2010. | |
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Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the “Amendment”) is made and entered into as of December 17, 2010, by and among EDGEWATER TECHNOLOGY, INC., a Delaware corporation (the “Company”) and SHIRLEY SINGLETON (“Employee”).
RECITALS
WHEREAS , Company and Employee entered into that certain Employment Agreement dated June 12, 2007 (the “Employment Agreement”) for a term commencing on June 12, 2007 and continuing through December 31, 2010; and
WHEREAS , Company and Employee now desire to extend the term of the Employment Agreement to amend certain of the terms and conditions of the Employment Agreement as set forth herein; and
WHEREAS , all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.
AGREEMENT
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the parties hereto agree as follows:
1. The term of the Employment Agreement shall be and hereby is extended for an additional term commencing on January 1, 2011 and continuing until December 31, 2013, unless terminated sooner in accordance with Sections 5 or 6 of the Employment Agreement.
2. Section 3.1 of the Employment Agreement shall be and hereby is amended and restated as follows:
Base Salary . The Company shall pay to Employee a Base Salary at the rate of $350,000.00 per annum through the expiration of the term, payable bi-weekly as per normal pay practices of the Company. Such Base Salary shall be subject to increase based upon review by the Compensation Committee of the Company (the “Committee”) from time to time.
3. The first sentence of Section 5(c)(ii) shall be and hereby is amended and restated as follows:
at any time prior to the expiration of the Term, by the Company pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company a lump sum payment equal to two (2) times the Employee’s annual base salary in effect at the time of such termination plus an amount equal to Employee’s cash bonus paid for the year immediately preceding the year in which termination of employment occurs.
4. Section 6(a) of the Employment Agreement shall be and hereby is amended and restated as follows:
(a) If Employee’s employment with the Company is terminated during the Term following a Change in Control, either by the Company which is not for Cause or by the Employee for Good Reason only: (i) the Company shall pay Employee a lump sum amount equal to two (2) times the Employee’s annual base salary in effect at the time of such termination plus an amount equal to Employee’s cash bonus paid for the year immediately preceding the year in which termination of employment occurs, (ii) the provisions of Section 5(c)(ii) relating to exercisability of options, restricted stock awards and Continued Health Care Coverage shall apply; and (iii) the non-competition, non-solicitation and confidentiality provisions of Section 7 shall apply for a period of only six (6) months from the effective date of termination. In such event, Employee shall have no further obligations under this Agreement, other than continued compliance with Section 7 hereof during the aforementioned period in the preceding sentence.
5. Except as expressly amended as set forth herein, all other terms and conditions of the Employment Agreement shall remain in full force and effect, unaltered and unaffected hereby, and the parties hereby ratify and confirm their rights and obligations as set forth in said Employment Agreement, as amended herein.
6. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or PDF shall be effective as delivery of a manually-executed counterpart of this Agreement.
7. This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above, intending this document to take effect as a sealed instrument.
| COMPANY: | ||
| EDGEWATER TECHNOLOGY, INC. | ||
| By: |
/s/ Timothy R. Oakes |
|
| Name: |
Timothy R. Oakes |
|
| Title: |
Chief Financial Officer |
|
| EMPLOYEE: | ||
|
/s/ Shirley Singleton |
||
| Shirley Singleton | ||
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Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the “Amendment”) is made and entered into as of December 17, 2010, by and among EDGEWATER TECHNOLOGY, INC., a Delaware corporation (the “Company”) and David Clancey (“Employee”).
RECITALS
WHEREAS , Company and Employee entered into that certain Employment Agreement dated June 12, 2007 (the “Employment Agreement”) for a term commencing on June 12, 2007 and continuing through December 31, 2010; and
WHEREAS , Company and Employee now desire to extend the term of the Employment Agreement to amend certain of the terms and conditions of the Employment Agreement as set forth herein; and
WHEREAS , all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.
AGREEMENT
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the parties hereto agree as follows:
1. The term of the Employment Agreement shall be and hereby is extended for an additional term commencing on January 1, 2011 and continuing until December 31, 2013, unless terminated sooner in accordance with Sections 5 or 6 of the Employment Agreement.
2. Section 3.1 of the Employment Agreement shall be and hereby is amended and restated as follows:
Base Salary . The Company shall pay to Employee a Base Salary at the rate of $300,000.00 per annum through the expiration of the term, payable bi-weekly as per normal pay practices of the Company. Such Base Salary shall be subject to increase based upon review by the Compensation Committee of the Company (the “Committee”) from time to time.
3. The first sentence of Section 5(c)(ii) shall be and hereby is amended and restated as follows:
at any time prior to the expiration of the Term, by the Company pursuant to Section 5(a)(iv) above, or by Employee for Good Reason (as defined below), then in such event Employee shall receive from the Company a lump sum payment equal to two (2) times the Employee’s annual base salary in effect at the time of such termination plus an amount equal to Employee’s cash bonus paid for the year immediately preceding the year in which termination of employment occurs.
4. Section 6(a) of the Employment Agreement shall be and hereby is amended and restated as follows:
(a) If Employee’s employment with the Company is terminated during the Term following a Change in Control, either by the Company which is not for Cause or by the Employee for Good Reason only: (i) the Company shall pay Employee a lump sum amount equal to two (2) times the Employee’s annual base salary in effect at the time of such termination plus an amount equal to Employee’s cash bonus paid for the year immediately preceding the year in which termination of employment occurs, (ii) the provisions of Section 5(c)(ii) relating to exercisability of options, restricted stock awards and Continued Health Care Coverage shall apply; and (iii) the non-competition, non-solicitation and confidentiality provisions of Section 7 shall apply for a period of only six (6) months from the effective date of termination. In such event, Employee shall have no further obligations under this Agreement, other than continued compliance with Section 7 hereof during the aforementioned period in the preceding sentence.
5. Except as expressly amended as set forth herein, all other terms and conditions of the Employment Agreement shall remain in full force and effect, unaltered and unaffected hereby, and the parties hereby ratify and confirm their rights and obligations as set forth in said Employment Agreement, as amended herein.
6. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or PDF shall be effective as delivery of a manually-executed counterpart of this Agreement.
7. This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above, intending this document to take effect as a sealed instrument.
| COMPANY: | ||
| EDGEWATER TECHNOLOGY, INC. | ||
| By: |
/s/ Timothy R. Oakes |
|
| Name: |
Timothy R. Oakes |
|
| Title: |
Chief Financial Officer |
|
| EMPLOYEE: | ||
|
/s/ David Clancey |
||
| David Clancey | ||
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