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) February 8, 2007
CBIZ, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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22-2769024 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
0-25890
(Commission File Number)
6050 Oak Tree Boulevard South, Suite 500
Cleveland, Ohio 44131
(Address of Principal Executive Offices)
(Zip Code)
216-447-9000
(Registrants 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 (see
General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02(e): Compensatory Arrangements of Certain Officers.
On March 22, 2007, the Compensation Committee of CBIZ, Inc. authorized the execution of an
amendment to the employment agreement between the Company and its principal executive officer
Steven L. Gerard. The full terms and conditions of this agreement are set out in the Amended and
Restated Employment Agreement (the Amendment), dated March 22, 2007.
The agreement maintains most of the same employment terms as the original Employment Agreement,
dated October 11, 2000. The Amendment changes the contract from an annually renewable term to an
ongoing term; extends the period during which the executive can initiate a Good Reason termination
following a Change in Control from 30 days to two years; establishes the amount payable to the
executive in the event of a Without Cause or Good Reason termination related to a Change in Control
as 2.99 times the sum of the executives then current Base Salary plus Average Bonus; broadens the
definition of Change in Control to include the DeGroote Group ceasing to own fifteen percent (15%)
or more of the total issued and outstanding shares of the
Companys common stock;
accelerates the vesting of all option and restricted stock equity grants in the event the executive
is terminated by the Company Without Cause or by the executive for Good Reason; and defers any
termination payments that would be in excess of annual deductibility limits imposed by IRS Section
162(m).
Item 9.01(d). Exhibits
99.1 Amended and Restated Employment Agreement between Steven L. Gerard and CBIZ, Inc., dated
March 22, 2007.
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.
Date: March 23, 2007
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CBIZ, INC. |
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/s/ MICHAEL W. GLEESPEN |
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Michael W. Gleespen
Corporate Secretary |