Add
CMLS to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| CMLS > SEC Filings for CMLS > Form 8-K on 6-Jan-2009 | All Recent SEC Filings |
6-Jan-2009
Entry into a Material Definitive Agreement
1986, as amended, and the regulations promulgated thereunder (collectively,
"Section 409A"). In particular, the amendments reflect, among other things,
changes necessary to comply with Section 409A rules governing the time and form
of certain compensatory payments. The changes to the employment agreements do
not generally affect the scope or amount of benefits the Executives may be
entitled to receive under their respective employment agreements.
The foregoing description of the amendments to the employment agreements does
not purport to be complete and is qualified in its entirety by reference to the
amendments to the employment agreements, which are attached hereto as Exhibits
10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2008, the Company consummated an exchange offer to its
employees and non-employee directors (or a designated affiliate of one of the
foregoing) to exchange their outstanding options to purchase the Company's
Class A Common Stock, par value $0.01 per share ("Class A Common Stock), that
were granted on or after October 2, 2000 ("eligible options") for a combination
of restricted shares of our Class A Common Stock ("restricted shares") and
replacement options to purchase Class A Common Stock ("new options").
The Company's named executive officers participated in the Offer and, as a
result, received the following awards of restricted shares and new options in
exchange for their eligible options:
# Eligible # of Restricted # of New
Name Options Shares Options
Lewis. W. Dickey, Chairman President and Chief
Executive Officer 1,350,000 69,244 203,686
Martin R. Gausvik, Executive Vice President,
Treasurer and Chief Financial Officer 1,050,000 53,856 167,705
Jon G. Pinch, Executive Vice President and Co-Chief
Operating Officer 398,377 20,433 62,924
John W. Dickey, Executive Vice President and
Co-Chief Operating Officer 1,150,000 58,985 185,539
|
The restricted shares and new options were issued under the Company's 2008 Equity Incentive Plan and have a grant date of December 30, 2008. The exercise prices for the new options were based upon the closing price of the Class A Common Stock on the grant date, which was $2.54. As a result, in general, the first one-third of the new options is exercisable at
$2.54 per share, the second one-third at $2.92 per share, and the final
one-third at $3.30 per share. In accordance with federal tax law with respect to
incentive stock options, the exercise price for the first one-third of the new
options granted to Messrs. L. Dickey and J. Dickey was set at $2.79. In
accordance with the terms of the Offer, assuming the participants continue to
meet the requirements for vesting specified in the award certificates governing
the restricted shares and new options, the restricted shares and new options
will vest at the rate of (1) 50% on the second anniversary of the date of grant
and (2) 25% on each of the two succeeding anniversaries thereafter.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits.
10.1 Voting Agreement, dated as of January 6, 2009, by and among the Company
and the Dickey Stockholders
10.2 First Amendment to Employment Agreement, dated as of December 31, 2008,
between the Company and Lewis W. Dickey, Jr.
10.3 First Amendment to Employment Agreement, dated as of December 31, 2008,
between the Company and John W. Dickey
10.4 First Amendment to Employment Agreement, dated as of December 31, 2008,
between the Company and John G. Pinch
10.5 First Amendment to Employment Agreement, dated as of December 31, 2008,
between the Company and Martin R. Gausvik
|
|
|