Carbonite Inc (Form: 8-K, Received: 01/06/2016 16:49:19)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2016

(Exact name of registrant as specified in its charter)



Delaware	001-35264	33-1111329
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Avenue de Lafayette, Boston, Massachusetts 02111

(Address of principal executive offices, including ZIP code)

(Registrant’s telephone number, including area code)

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:



r	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)



r	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §230.14a-12)



r	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §14d-2(b))



r	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §13e-4(c))



Item 5.02(c)	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2016, Carbonite, Inc. (the “Company”) announced that Mr. Norman Guadagno has been appointed as SVP, Marketing, effective January 11, 2016. Also on January 6, 2016, Ms. Nancy McIntyre tendered her resignation as Chief Marketing Officer of the Company to pursue other opportunities.

Since February 2011, Mr. Guadagno, age 52, has had various levels of responsibility for overall client strategy, client satisfaction and account growth for Wire Stone, LLC ("Wire Stone"), an independent digital marketing agency. During his time at Wire Stone, Mr. Guadagno served as Senior Vice President of Marketing Strategy from July 2015 to December 2015, Vice President of Client Engagement from February 2014 to July 2015, Managing Director from March 2012 to February 2014, and Solution Architect from February 2011 to March 2012. Prior to Wire Stone, Mr. Guadagno served as a Principal for Methodologie, Inc. (“Methodologie”), a design and communications strategy firm, from October 2009 to December 2010, where he was responsible for client strategy and account growth. Prior to Methodologie, Mr. Guadagno held various roles at Microsoft Corporation (“Microsoft”) where he led various marketing and strategy teams, and was responsible for the Application Lifecycle Management (ALM) business with revenue, adoption and field satisfaction targets. There are no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K or transactions with related persons required to be disclosed pursuant to Item 404(a) of Regulation S-K involving Mr. Guadagno.

On January 6, 2016, the Company entered into an offer letter agreement with Mr. Guadagno setting forth the terms of his employment as the Company’s SVP, Marketing.The offer letter agreement provides for an annual base salary of $275,000, subject to increases and modifications as determined by our board of directors or its compensation committee. The offer letter agreement also provides for a sign-on bonus of $65,000 of which Mr. Guadagno is obligated to repay a prorated amount in the event that he voluntarily terminates his employment within one year from its commencement. Mr. Guadagno will be eligible to participate in the Company’s executive incentive bonus plan and in other benefit programs that the Company establishes and makes available to its employees from time to time, to the same extent available to similarly situated employees of the Company.

Pursuant to the offer letter agreement, Mr. Guadagno will also be granted $200,000 in value of restricted stock units of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, which restricted stock units shall vest in 25% annual installments beginning on the first anniversary of employment, contingent upon Mr. Guadagno’s continued employment with the Company. If, during the first twelve months after a change of control of the Company, Mr. Guadagno is terminated without cause or is constructively terminated by the Company, all of Mr. Guadagno’s then-unvested equity shall vest immediately prior to the termination date.

In addition, if Mr. Guadagno’s employment is terminated by the Company within his first year of employment without cause or if Mr. Guadagno is constructively terminated by the Company, he will be entitled to receive a payment in an amount equal to (i) three times his then-current monthly base salary plus (ii) three times the monthly amount that the Company paid for his participation in the Company’s health insurance plan during the month immediately preceding the termination date, in each case subject to Mr. Guadagno’s valid execution and delivery of a full release in favor of the Company. If Mr. Guadagno’s employment is terminated by the Company after his first year of employment without cause or if Mr. Guadagno is constructively terminated by the Company, he will be entitled to receive a payment equal to (i) six times his then-current monthly base salary plus (ii) six times the monthly amount that the Company paid for his participation in the Company’s health insurance plan during the month immediately preceding the termination date, in each case subject to Mr. Guadagno’s valid execution and delivery of a full release in favor of the Company.

The foregoing summary of Mr. Guadagno’s offer letter agreement is summary in nature and is qualified in its entirety by reference to the offer letter agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 9.01	Financial Statements and Exhibits.



10.1	Offer Letter Agreement with Norman Guadagno, dated January 6, 2016
99.1	Press Release dated January 6, 2016

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 on January 6, 2016.




	CARBONITE, INC.

	By:		/s/ Danielle Sheer
	Name:		Danielle Sheer
	Title:		General Counsel, Vice President and Corporate Secretary

It is a pleasure to offer you a position on the Carbonite team! This Offer Letter serves to confirm the details of our employment offer as follows:



Position :		SVP, Marketing

Status :		Full-time, Regular, Exempt

Reporting to:		Chief Executive Officer
Compensation :		Base salary of $11,458.33 semi-monthly, which is the equivalent of $275,000 annually, paid in accordance with the Company’s normal payroll procedures. All forms of compensation which are referred to in this offer letter are subject to reduction to reflect applicable withholding, payroll and other required taxes and deductions. Please note that Carbonite may modify salaries and benefits from time to time as it deems necessary.

Bonus :		You will be eligible for an incentive bonus of 45 % of your base salary. The timing and amount of any bonus is subject to the discretion and approval of the Compensation Committee of the Board of Directors.

Sign-On Bonus:		You will be eligible for a onetime $65,000 sign-on bonus payable within the first regularly scheduled payroll cycle following your 90 ^th day of employment. The sign-on bonus will be subject to all applicable taxes and withholdings. You agree to repay the sign-on bonus on a pro-rated basis if you leave Carbonite within one year of your hire date.

Benefits :		See Appendix A

Equity:		$200,000 in value of Restricted Stock Units of Carbonite’s common stock vesting over four years with 25% vesting on your first anniversary of employment and the balance vesting in equal annual installments thereafter. All equity grants described in this Section are subject to approval by Carbonite’s Board of Directors and the specific terms of the equity will be governed by Carbonite’s stock incentive plan and separate equity agreement to be entered into by you and Carbonite.

Acceleration of Equity:		If during the first twelve months after a Change of Control (as defined in the 2011 Equity Award Plan) you are terminated without cause or if you voluntarily resign from the company due to “Constructive Termination” (as defined in your existing equity agreements), then 100% of your then-unvested equity shall vest immediately prior to the termination date.



Severance:		During your first year of employment only, if you are terminated without Cause (as defined below) or are Constructively Terminated (as defined in your existing option agreement), you will be entitled to receive a payment amount equal to (and payable pro-rated over such three month period following termination) (i) three times your then current monthly base salary and (ii) three times the monthly amount that the Company paid for your participation in the Company’s health insurance plan during the month immediately preceding your termination date, subject to any and all conditions and qualification contained in this letter. After your first year of employment, if you are terminated without Cause (as defined below) or are Constructively Terminated (as defined in your existing equity agreements), you will be entitled to receive a payment amount equal to (and payable pro-rated over such three month period following termination) (i) six times your then current monthly base salary and (ii) six times the monthly amount that the Company paid for your participation in the Company’s health insurance plan during the month immediately preceding your termination date, subject to any and all conditions and qualification contained in this letter. “Cause” shall include but shall not be limited to any of the following (i) a material violation of any Company Policy, including but not limited to any policy contained in the Company’s Code of Business Conduct and Ethics; (ii) embezzlement form, or theft of property belonging to, the Company or any affiliate; (iii) willful failure to perform, or gross negligence in the performance of, assigned duties; or (iv) other international misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Company or its affiliates. The foregoing amounts shall be made in accordance with the Company's normal payroll practices; provided, however, that the Company shall not make any severance payments unless and until (x) you execute and deliver to the Company a general release in substantially the form attached here at Appendix B (the “Release”), (y) such Release is executed and delivered to the Company within twenty-one (21) days after your termination date and (z) all time periods for revoking the Release have lapsed. If you are terminated during the month of December of any calendar year and are owed severance hereunder, no severance payments shall be made prior to January 1 ^st of the next calendar year and any amount that would have otherwise been payable to you in December of the preceding calendar year will be paid to you on the first date in January on which you would otherwise be entitled to any payment. Following your termination date, all benefits offered by the Company, including health insurance benefits, shall cease. From and after such date, you may elect to continue your participation in the Company’s health insurance benefits at your expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice you will be provided and paying the monthly premium yourself, subject to as otherwise stated herein. Notwithstanding the above, if you are a "specified employee" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then any amounts payable to you during the first six months and one day following the date of your termination that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code (as determined by the Company in its sole discretion) shall not be paid to you until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

At-Will Employment:		Your employment with Carbonite is for no specified period of time and constitutes “at-will” employment. As a result, you are free to resign at any time, for any reason or for no reason, with or without notice. Similarly, Carbonite is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.



Other Agreements:		All Carbonite employees are required, as a condition of your employment with Carbonite, to sign, on or before your first day of employment, the Company’s Confidentiality, Invention Assignment and Non-Competition Agreement. Please retain a signed copy for your files. We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or that may limit the manner in which you may be employed. You agree that, during the term of your employment with Carbonite, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Carbonite is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to Carbonite. This Offer Letter, along with the Carbonite Confidentiality, Invention Assignment and Non-Competition Agreement, set forth the terms of your employment with Carbonite and supersede any prior representations or agreements, whether written or oral.
Expected Start Date:		January 11, 2016
Expiration and Modification		This Offer Letter may not be modified or amended except by a written agreement, signed by an authorized signatory of Carbonite and by you.
Sincerely, /s/ Alec Carstensen Alec Carstensen VP, HR and Talent Acquisition

ACCEPTANCE AND ACKNOWLEDGMENT

I accept the offer of employment from Carbonite as set forth in the Offer Letter dated January 6, 2016. I understand and acknowledge that my employment with Carbonite is at-will, for no particular term or duration and that I, or Carbonite, may terminate the employment relationship at any time, with or without cause and with or without prior notice. I acknowledge that the Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees, and that my job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any.

I understand and agree that the terms and conditions set forth in the Offer Letter represent the entire agreement between Carbonite and me superseding all prior negotiations and agreements, whether written or oral. I understand that the terms and conditions described in this Offer Letter, along with the Carbonite Confidentiality, Invention Assignment and Non-Competition Agreement are the terms and conditions of my employment. No one other than Carbonite’s Chief Executive Officer or Chief Financial Officer is authorized to sign any employment or other agreement which modifies the terms of the Offer Letter and Carbonite's Carbonite Confidentiality, Invention Assignment and Non-Competition Agreement, and any such modification must be in writing and signed by either such executive.

Signature: /s/ Norman Guadagno

Name: Norman Guadagno

Date: January 6, 2016

CARBONITE STRENGTHENS SENIOR MANAGEMENT TEAM AND PREPARES FOR NEXT PHASE OF GROWTH

Three New Senior Executives Bring Strength and Expertise in Sales, Integration and Marketing to the Company’s Leadership Team

BOSTON, Mass. – January 6, 2016 – Carbonite , Inc. (Nasdaq:CARB), a leading provider of cloud and hybrid business continuity solutions for small and midsized businesses (SMBs), today welcomed three new members to its senior management team. These senior executives will lead Carbonite’s advancement in the SMB business continuity and disaster recovery market following the acquisition of Seagate’s EVault.

Joining the company are Christopher Doggett as Senior Vice President of Global Sales, Norman Guadagno as Senior Vice President of Marketing and Paul Mellinger as Senior Vice President of EVault.

“When I joined Carbonite just over a year ago, my goal was to make Carbonite the clear leader in cloud-based business continuity for small and midsized businesses,” said Mohamad Ali, President and CEO of Carbonite. “To achieve this goal, we need both organic growth in our core business and strategic expansion into adjacent markets. This requires the right structure, directed by strong and experienced leaders, which is why I am so pleased to have Chris, Norman and Paul on board.”

As Senior Vice President of Global Sales, Christopher Doggett will oversee all sales, with an emphasis on Carbonite’s consumer and small business markets. Norman Guadagno, head of marketing, will drive brand strategy, product marketing and overall market awareness. Paul Mellinger will serve as general manager of EVault, focusing on the integration of the business and the go-to-market strategy for the midsized business market which EVault serves.

“With strong technology, sales and marketing capabilities in place, Carbonite is in a terrific position to meet the needs of small and midsized businesses. It’s a very exciting time for me to join the company and I’m looking forward to working with the talented team at Carbonite to bring our customers the right solutions to protect their digital assets,” said Norman Guadagno, Senior Vice President of Marketing at Carbonite.

Christopher Doggett – Senior Vice President of Global Sales

Chris Doggett has been building successful sales and channel organizations for over 20 years. He joins Carbonite from Kaspersky Lab where he most recently served as Managing Director of Kaspersky North America, leading all aspects of the business unit and managing an organization of over 300 employees. Previous roles at Kaspersky included Senior Vice President of Corporate Sales and Vice President of Channel Sales. Prior to Kaspersky, Doggett served at Sophos, where he designed and implemented the company’s very successful global channel sales program. Doggett holds a B.A. from The Colorado College and an M.B.A. and M.S.-M.I.S. from Boston University.

Norman Guadagno – Senior Vice President of Marketing

Norman Guadagno has led marketing organizations for more than 25 years. Most recently, he served as Senior Vice President of Marketing Strategy at the digital marketing agency Wire Stone, working with clients such as Microsoft, Boeing, Nike and Carbonite. Previous roles include Director of Marketing at Microsoft for the company’s $500M+ Visual Studio business, and Senior Director of Marketing at Oracle. Guadagno holds an M.A. in Psychology from Rice University and a B.A. in Psychology from the University of Rochester.

Paul Mellinger – Senior Vice President of EVault

Paul Mellinger joins Carbonite after an impressive 30 years at IBM in some of the company’s most critical executive roles, including Vice President of IBM Software Sales, Vice President of Cognos North America, and Vice President of Information Management for Asia Pacific. As Vice President of Cognos North America, he led the integration of Cognos into IBM with full P&L responsibility for IBM Business Analytics in North America, a $700 million business unit at the time. Most recently, Mellinger led a team of 800 specialty sales professionals responsible for driving sales of integrated SaaS-based solutions. Mellinger holds a B.S. in Mechanical Engineering from Washington University in St. Louis and an M.B.A. from the Olin School of Business at Washington Universi ty.

About Carbonite
Carbonite, Inc. (Nasdaq:CARB) is a leading provider of cloud and hybrid business continuity solutions for small and midsized businesses. Together with our partners, we support more than 1.5 million individuals and small businesses around the world who rely on us to ensure their important data is protected, available and useful. To learn more about the cloud solutions voted #1 by PC Magazine readers, as well as our partner program and our award-winning customer support, visit us at Carbonite.com .

Media Contacts:
Emily Held, PAN Communications (for Carbonite)
carbonite@pancomm.com
617-502-4300

Sarah King
Carbonite
617-421-5601
media@carbonite.com


(d)	Exhibits .