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 7, 2010 |
Cogent Communications Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware | 1-31227 | 52-2337274 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1015 31st St. NW, Washington, District of Columbia | 20007 | |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: | 202-295-4200 |
Not Applicable
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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:
[ ] 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 1.01 Entry into a Material Definitive Agreement.
On April 7, 2010, the Company and Mr. David Schaeffer, President and CEO of the Company, amended Mr. Schaeffer's employment agreement dated February 7, 2000 (as amended) to delete section 8 headed Parachute Payments from the employment agreement. The effect of this action is to eliminate the Company's obligation to make excise tax gross-up payments to Mr. Schaeffer in a change of control circumstance. This is Amendment No. 5 to Mr. Schaeffer's employment agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 8.01 Other Events.
In addition to the specific modification of Mr. Schaeffer's employment agreement noted under Item 1.01, the Company has adopted a Policy Against Excise Tax Gross-ups on "Golden Parachute" Payments, with effect from April 7, 2010. A copy of this new policy is attached hereto as Exhibit 99.1.
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.
Cogent Communications Group, Inc. | ||||
April 7, 2010 | By: |
David Schaeffer
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Name: David Schaeffer | ||||
Title: Chairman, President & Chief Executive Officer |
Exhibit Index
Exhibit No. | Description | |
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10.1
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Amendment No. 5 to Employment Agreement of Dave Schaeffer, dated April 7, 2010 (filed herewith). | |
99.1
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Policy Against Excise Tax Gross-ups on "Golden Parachute" Payments, with effect from April 7, 2010 (filed herewith). |
EXHIBIT 10.1
Amendment No. 5
to
Employment Agreement of Dave Schaeffer
This amendment is made by and between Cogent Communications, Inc. (the Company) and David Schaeffer (Executive). It amends the employment agreement between the parties dated February 7, 2000.
The purpose of this amendment is to remove from Executives employment agreement the provision granting a gross-up payment to Executive in the event he becomes subject to the golden parachute excise tax.
Section 8 Parachute Payments is deleted from the Employment Agreement.
Except as herein amended the Employment Agreement shall remain in full force and effect.
Accepted and Agreed to:
/s/ David Schaeffer
David Schaeffer
In his individual capacity
Date: April 7, 2010
Cogent Communications, Inc.
by:
/s/ Robert N. Beury, Jr.
Robert N. Beury Jr.
Chief Legal Officer and VP
Cogent Communications, Inc. on
behalf of the board of directors
Date: April 7, 2010
EXHIBIT 99.1
Cogent Communications Group, Inc.
Policy Against Excise Tax Gross-ups on Golden Parachute Payments
The following policy has been adopted by the company as of April 7, 2010:
Cogent Communications Group, Inc., including its subsidiaries, will not grant by contract or otherwise to named executive officers a gross-up for the excise tax imposed by sections 280(g) and 4999 of the U.S. Internal Revenue Code, nor will it reimburse named executive officers for such excise tax.