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| III > SEC Filings for III > Form 8-K on 29-Sep-2009 | All Recent SEC Filings |
29-Sep-2009
Change in Directors or Principal Officers, Financial Statements a
(b) On September 25, 2009, Information Services Group, Inc. ("ISG" or the "Company") announced that Executive Vice President and Chief Financial Officer Frank Martell would be resigning effective October 5, 2009.
(c) On September 25, 2009, the Company announced that David E. Berger, 52, has joined the Company and has been elected Executive Vice President and Chief Financial Officer of the Company effective October 5, 2009. Mr. Berger was most recently Senior Vice President, Corporate Controller and Investor Relations with The Nielsen Company ("Nielsen"), a $5 billion global information and media company, where he spent more than eight years. Prior to Nielsen, Mr. Berger was with Simon & Schuster ("S&S") and Viacom for nine years, where he held a variety of financial positions including Senior Vice President of Finance and Controller of S&S. He was the lead on development and strategic initiatives; financial and operational matters; and managed a staff of over 200 financial professionals. Mr. Berger is a graduate of the Wharton School of the University of Pennsylvania and earned his Masters of Business Administration from the University of Chicago. A press release announcing the election of Mr. Berger was issued on September 25, 2009, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On September 24, 2009, Mr. Berger entered into an employment letter with the Company (the "Employment Letter"). A copy of the Employment Letter is attached as Exhibit 10.1 and is incorporated herein by reference. Pursuant to the Employment Letter, Mr. Berger will receive a base salary of $550,000 and a target Annual Incentive Plan ("AIP") bonus opportunity of $350,000 for 2010. For 2010, the AIP will be guaranteed at $350,000 so long as Mr. Berger remains employed through December 31, 2010. In addition, pursuant to the 2007 Information Services Group, Inc. Equity Incentive Plan, Mr. Berger has been granted 125,000 ISG Restricted Stock Units that will vest ratably over four years pursuant to the Company's standard award agreement (time-based), which required Mr. Berger to execute the Company's standard restrictive covenant agreement. Forms of the restricted stock unit award agreement (time-based) and restrictive covenant award agreement are attached as Exhibits 10.2 and 10.3 respectively, and are incorporated herein by reference. Also, pursuant to the Employment Letter, Mr. Berger is required to purchase 125,000 shares of ISG common stock during the trading period permitted by ISG's Insider Trading Policy following the release of ISG's third quarter earnings. Finally, Mr. Berger entered into a severance agreement with the Company, which provides for a severance payment equal to the sum of Mr. Berger's base salary and target AIP, in the event Mr. Berger's employment is terminated by the Company without "cause" or by Mr. Berger as a result of "good reason." A copy of the severance agreement is attached as Exhibit 10.4 and is incorporated herein by reference.
(d) Exhibit.
10.1 Employment Letter for David Berger, dated as of September 24, 2009
10.2 Form of Restricted Stock Unit Award Agreement (Time-Based)
10.3 Form of Restrictive Covenant Agreement
10.4 Severance Agreement for David Berger, effective as of October 5, 2009
99.1 Press Release dated September 25, 2009
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