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DELAWARE
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0-20199
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43-1420563
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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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13900
Riverport Drive, Maryland Heights, MO
(Address
of Principal Executive Offices)
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63043
(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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| · |
Term
of Employment Agreements.
The initial employment period under the agreements runs from May
1, 2006
through March 31, 2007, and, under each of the agreements, the employment
period is automatically extended for successive one-year renewal
periods
unless either party gives timely notice of non-renewal at least ninety
days prior to the end of the then current
term.
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| · | Positions. The agreements provide for the Named Officers to continue to hold their current positions, as follows: |
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Executive
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Position
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Thomas
Boudreau
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Senior
Vice President and General Counsel
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David
Lowenberg
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Chief
Operating Officer
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Patrick
McNamee
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Senior
Vice President and Chief Information Officer
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Edward
Stiften
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Senior
Vice President and Chief Financial Officer
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| · |
Compensation
and Benefits.
Each employment agreement generally provides for: (i) the payment
of an
annual base salary (which may not be reduced after any increase);
(ii) a
guaranteed minimum annual bonus target equal to a fixed percentage
of the
executive’s base salary pursuant to the terms of the Company’s bonus plan;
(iii) participation in Company employee benefit plans (other than
bonus
and incentive plans) on the same basis as such plans are generally
made
available to similarly situated senior executives of the Company;
(iv) the
executive’s right to receive restricted stock, stock options and
other equity awards and deferred compensation, to the extent determined
by
the Company, the Board of Directors or the Compensation and Development
Committee of the Board (the “Compensation Committee”) from time to time;
(v) the reimbursement of reasonable business expenses incurred by
the
executive in performing his duties under the agreement; and (vi)
such
perquisites and fringe benefits to which similarly situated executives
of
the Company are entitled and which are suitable for the executive’s
position. The specific compensatory amounts for each of the Named
Officers
under the new agreements are as
follows:
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Executive
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Initial
Annual Base Salary
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Guaranteed
Minimum
Annual
Bonus Target (1)
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Thomas
Boudreau
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$411,000
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65%
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David
Lowenberg
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$482,000
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75%
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Patrick
McNamee
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$339,000
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62%
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Edward
Stiften
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$409,000
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75%
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| · |
Benefits
Upon Termination of Employment Prior to Expiration of Employment
Period.
Each employment agreement provides for the provision and forfeiture
of
certain benefits if the executive’s employment is terminated prior to the
expiration of the employment period (including any renewal period
in
effect). In general, if the executive’s employment is terminated prior to
expiration of the employment period, the executive is not entitled
to
receive any further payments or benefits which have not already been
paid
or provided except as follows:
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| - |
The
executive will be entitled to (i) all previously earned and accrued,
but
unpaid, annual base salary; (ii) reimbursement for any business expenses
properly incurred prior to termination; and (iii) such other employee
benefits (if any) to which the executive may be entitled under the
Company’s employee benefit plans (collectively, the "Accrued
Rights").
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| - |
If
the executive’s employment is terminated by the Company other than for
Cause or Disability, or by the executive for Good Reason (as those
terms
are defined in the agreement), the executive is entitled to receive
the
Accrued Rights plus: (i) any annual bonus earned for a previously
completed fiscal year but unpaid as of the termination date, payable
to
the extent the corporate bonus pool is approved by the Compensation
Committee; (ii) subject to compliance with the restrictive covenants
described below, a severance benefit equal to 18 months of his base
salary
plus 150% of a specified portion of the executive’s bonus potential for
the year based on the average percentage of the potential earned
for the
three prior years; and (iii) reimbursement for the cost of continuing
medical insurance under COBRA for 18 months after termination of
employment.
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| - |
If
the executive’s employment terminates on account of death, Disability or
Retirement (as those terms are defined in the agreement) prior to
the end
of his initial employment period under the agreement, he generally
is
entitled to receive the Accrued Rights plus any annual bonus earned
for a previously completed fiscal year but unpaid as of the termination
date, payable to the extent the corporate bonus pool is approved
by the
Compensation Committee. Also, with respect to any grants made to
the
executive under the Company’s 2000 Long Term Incentive Plan during the
term of the agreement, a proper Retirement under the agreement shall
be
deemed to be a retirement under such
plan.
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| · |
Restrictive
Covenants.
Upon termination of each executive’s employment with the Company, such
executive is prohibited from (i) soliciting certain clients or
prospective clients of the Company for a period of two years after
termination; (ii) soliciting or hiring any employee of the Company
for a
period of two years after termination; (iii) soliciting or encouraging
not
to work for the Company any consultant then under contract with the
Company for a period of two years, (iv) competing with the Company
for a
period of eighteen months after termination; or (v) disclosing certain
confidential information with respect to the Company or its business.
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| · |
Tax
Indemnification.
In the event that any amount or benefit paid or distributed to an
executive pursuant to the employment agreement, taken together with
any
amounts or benefits otherwise paid or distributed to such executive
by the
Company pursuant to any other arrangement or plan (collectively,
the
“Covered Payments”), would result in the executive’s liability for the
payment of an excise tax under Section 4999 of the Internal Revenue
Code
of 1986, as amended, the Company will make a “gross-up” payment to the
executive to fully offset the excise tax provided the aggregate present
value of the Covered Payments is equal to or exceeds 125% of the
maximum
total payment which could be made to the executive without triggering
the
excise tax. If the aggregate present value of the Covered Payments,
however, exceeds such maximum amount, but is less than 125% of such
maximum amount, then the Company may, in its discretion, reduce the
Covered Payments so that no portion of the Covered Payments is subject
to
the excise tax, and no gross-up payment would be
made.
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10.1*
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Form
of Executive Employment Agreement
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