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| WWWW > SEC Filings for WWWW > Form 8-K on 3-Nov-2009 | All Recent SEC Filings |
3-Nov-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
(e) Compensatory Arrangements of Certain Officers
Amendments to Employment Agreements with Certain Named Executive Officers
On October 28, 2009, Web.com Group, Inc. (the "Company") amended and restated its existing employment arrangements with each of David L. Brown, Chief Executive Officer and Kevin Carney, Chief Financial Officer (each an "Executive" and together the "Executives"), effective as of October 28, 2009. The Executives' employment agreements were amended and restated in order to clarify the vesting of equity awards upon termination of employment. The amended and restated employment agreements provide for the Executives' salaries and annual bonuses, as previously disclosed, in addition to the following:
Severance Benefits.
In the event that, prior to a Change of Control (as defined in Mr. Brown's amended and restated employment agreement, the "Brown Agreement"), Mr. Brown is terminated without cause (as defined in the Brown Agreement) or resigns with good reason (certain material adverse changes in the terms and conditions of his employment), Mr. Brown is entitled to the following, subject to the execution of an effective release of claims in favor of the Company, and his observation of his continuing obligations to the Company following termination:
· (i) a lump sum severance payment in an amount equal to eighteen (18) months of his then-current base salary plus 150% of the greater of (A) 80% of the Target Bonus (as defined in the Brown Agreement) for the year in which the termination occurs and (B) the prior year's Target Bonus actually earned by Mr. Brown, subject to withholdings and deductions, (ii) the vesting of each then-outstanding, unvested equity award held by Mr. Brown will accelerate as to that number of shares under each such award that would have vested in the ordinary course had Mr. Brown continued to be employed by the Company for an additional eighteen (18) months (or, if no shares would vest during such time under a specific award due to a cliff vesting provision, then the number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (i) the total number of shares subject to the award and (ii) a fraction, the numerator of which is eighteen (18) plus the number of whole months that have elapsed between Mr. Brown's vesting commencement date and the date of termination, and the denominator of which is the total number of months in the vesting schedule), with such vesting occurring as of the date of Mr. Brown's termination, (iii) the post-termination exercise period of all non-statutory stock options then held by Mr. Brown shall be extended so that such options, to the extent vested, are exercisable until the earlier of (A) the original term expiration date for such award and (B) the first anniversary of Mr. Brown's termination date and (iv) if Mr. Brown timely elects COBRA health insurance coverage, the Company will pay Mr. Brown's COBRA premiums for eighteen (18) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that Mr. Brown must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the termination).
In the event that, prior to a Change of Control (as defined in Mr. Carney's amended and restated employment agreement, the "Carney Agreement"), Mr. Carney is terminated without cause (as defined in the Carney Agreement) or resigns with good reason (certain material adverse changes in the terms and conditions of his employment), Mr. Carney is entitled to the following, subject to his execution of an effective release of claims in favor of the Company, and his observation of his continuing obligations to the Company following termination:
· (i) a lump sum severance payment to Mr. Carney in an amount equal to twelve
(12) months of his then-current base salary plus 100% of the greater of (A)
80% of the Target Bonus (as defined in the Carney Agreement) for the year in
which the termination occurs and (B) the prior year's Target bonus actually
earned by Mr. Carney, subject to withholdings and deductions, (ii) the vesting
of each then-outstanding, unvested equity award held by Mr. Carney will
accelerate as to that number of shares under each such award that would have
vested in the ordinary course had Mr. Carney continued to be employed by the
Company for an additional twelve (12) months (or if no shares would vest
during such time under a specific award due to a cliff vesting provision, then
the number of shares vesting and becoming exercisable pursuant to this
paragraph shall equal the product of (i) the total number of shares subject to
the award and (ii) a fraction, the numerator of which is twelve (12) plus the
number of whole months that have elapsed between Mr. Carney's vesting
commencement date and the date of termination, and the denominator of which is
the total number of months in the vesting schedule), with such vesting
occurring as of the date of Mr. Carney's termination (such acceleration of
vesting, "the 12 Month Acceleration"); (iii) the post-termination exercise
period of all non-statutory stock options held then by Mr. Carney shall be
extended so that such options, to the extent vested, are exercisable until the
earlier of (A) the original term expiration date for such award and (B) the
first anniversary of Mr. Carney's termination date; and (iv) if Mr. Carney
timely elects COBRA health insurance coverage, the Company will reimburse Mr.
Carney's COBRA premiums for twelve (12) months following the date his
employment terminates or until such earlier date as he is no longer eligible
for COBRA coverage or he becomes eligible for health insurance coverage from
another source (provided that Mr. Carney must promptly inform the Company, in
writing, if he becomes eligible for health insurance coverage from another
source within twelve (12) months after the termination).
The summary of the amended and restated employment agreements set forth above is qualified in its entirety by reference to the text of the amended and restated employment agreements, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.12 and Exhibit 10.14, respectively, and are incorporated herein by reference.
(d) Exhibits
Exhibit Number Description
10.12* Amended and Restated Employment Agreement by and between the Company
and David L. Brown, dated October 28, 2009.
10.14* Amended and Restated Employment Agreement by and between the Company
and Kevin M. Carney, dated October 28, 2009.
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* Management contract or compensatory plan.
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