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): April 22,
2016
RigNet, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-35003
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76-0677208
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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1880 S. Dairy Ashford, Suite 300
Houston, Texas
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77077-4760
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(Address of principal executive offices)
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(zip code)
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(281) 674-0100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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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 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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2016, RigNet, Inc. (the “Company”) and Charles “Chip”
Schneider, Senior Vice President and Chief Financial Officer of the Company, entered into an amendment (the “Amendment”) to Mr. Schneider’s existing employment letter dated as of November 23, 2015 (the “Employment
Letter”).
The Amendment modified the terms of the Employment Letter pertaining to payments due to Mr. Schneider following the termination of
his employment without “Cause” at any time or for “Good Reason” following a “Change of Control” (each as defined in the Employment Letter). As amended by the Amendment, the Employment Letter now provides the following
benefits to Mr. Schneider after a termination of employment as described in the preceding sentence: (i) a lump sum payment equal to one and one-half year annual base salary plus his target bonus award opportunity during the year of
termination, (ii) immediate vesting of all unvested equity awards, (iii) benefits coverage under COBRA for a period of up to twelve (12) months and (iv) $20,000 in outplacement services.
Additionally, the Amendment provides that any post-termination payments described above will (a) be structured in such a way as to comply with
Section 409A of the Internal Revenue Code, (b) not be grossed up in accordance with Section 280G or 4099 of the Internal Revenue Code and (c) will be subject to recoupment under the Company’s compensation Clawback Policy or
as otherwise required by law.
All other terms and conditions of the Employment Letter shall remain the same and in full force and effect.
The description of the Amendment described in this Item 5.02 is a summary of the material terms thereof, does not purport to be complete and is qualified
in its entirety by reference to the Employment Letter and the Amendment filed as Exhibits 10.1 and 10.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Employment Letter between Mr. Charles “Chip” Schneider and RigNet, Inc. dated November 23, 2015 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated
herein by reference).
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10.2
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Amendment to Employment Letter of Mr. Charles “Chip” Schneider and RigNet, Inc. dated April 20, 2016.
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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.
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RIGNET, INC.
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By:
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/s/ CHARLES E. SCHNEIDER
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Charles E. Schneider
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Chief Financial Officer
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Dated: April 25, 2016
Exhibit 10.2
April 20, 2016
Via e-mail and hand delivery: cschneider63@me.com
Charles (“Chip”) Schneider
2940 Virginia Street
Houston, Texas 77098
Re: Revised Employment Letter
Dear Chip,
Pursuant to the approval of the
Board of Directors on March 1 0, 2016, and effective March 30, 2016, this letter amends the terms and conditions of your employment as set forth in that certain employment letter of November 23, 2015 (herein sometimes referred to as
the “Offer”). Except as set forth herein, the terms and conditions of the Offer shall remain in full force. The Offer is hereby amended as set forth below:
On page 2 of the Offer, the paragraph that states “We are also providing you with the exit economics related to your later departure from
the Company under standard exit scenarios. Should the Company terminate your employment without “Cause” at any time or should you terminate your employment for “Good Reason” within two years following a “Change in
Control”, each of these terms as defined in the Annex I to this letter (attached to this letter and incorporated by reference), the Company shall pay you the following severance benefits, in exchange for your execution and delivery of our
standard release:
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One and one-half years of annual base salary and target bonus at target, paid as a lump sum
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Benefits coverage under COBRA for a period of up to twelve (12) months. Such coverage shall be included in and part of your maximum COBRA entitlement, and you will be responsible for the employee’s portion of
premiums; and
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$20,000 in outplacement services at a provider of your choosing”
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is hereby deleted in its entirety, and
the following paragraph is substituted in lieu thereof:
Should the Company terminate your employment without “Cause” at any time
or should you terminate your employment for “Good Reason” within two years following a “Change in Control”, each of these terms as defined in the Annex I to this letter (attached to this letter and incorporated by reference), the
Company shall pay you the following severance benefits, in exchange for your execution and delivery of our standard release, provided that the timing for such payments shall comply with Section 409A of the Internal Revenue Code:
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One and one-half years of annual base salary and target bonus at target, paid as a lump sum
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All unvested restricted stock awards, restricted stock unit awards, and stock options issued to you prior to the Change of Control, shall immediately vest and no longer be subject to forfeiture.
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Charles (“Chip”) Schneider
April 20, 2016
Page
2
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Benefits coverage under COBRA for a period of up to twelve (12) months. Such coverage shall be included in and part of your maximum COBRA entitlement, and you will be responsible for the employee’s portion of
premiums; and
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$20,000 in outplacement services at a provider of your choosing
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We will not gross up any amounts for parachute payments under Sections 280G or 4999 of the Internal Revenue Code.
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All payments of incentive compensation made to you are subject to recoupment under the Company’s Clawback Policy or as required by law.
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***
Please signify your acceptance of the terms
set forth herein by signing both copies of this letter and returning one signed original to the undersigned.
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RigNet, Inc.
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/s/ Marty L. Jimmerson
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Marty L. Jimmerson
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Interim CEO and President
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Accepted and agreed this 22 day of April, 2015
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/s/ Charles (“Chip”) Schneider
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Charles (“Chip”) Schneider
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