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| CSC > SEC Filings for CSC > Form 8-K on 24-Aug-2012 | All Recent SEC Filings |
24-Aug-2012
Change in Directors or Principal Officers, Financial Statements and Exhibi
On August 23, 2012, CSC announced that it has appointed Thomas R. Colan as Vice President, Controller and Principal Accounting Officer. Mr. Colan's employment will commence on August 31, 2012. Additionally, CSC announced that Mr. Donald G. DeBuck is stepping down from his role as Vice President and Controller of CSC, effective August 31, 2012, and will transition to support the CFO office's systems enhancement activities.
Mr. Colan will receive total base and annual incentive cash compensation (at target) of $511,000 for the remainder of the Company's 2013 fiscal year. In addition, beginning with the 2013 fiscal year he will be granted an annual long-term equity incentive award with an approved value of 200% of the portion of his annual base salary earned in the given fiscal year, in each case with terms and conditions generally applicable to awards granted to other senior executive officers of the Company. Forty percent (40%) of each annual equity award will be delivered in stock options and the remaining 60% in performance-vested restricted stock units (or such other proportion as may be determined by the Compensation Committee of the Company's Board of Directors from time to time). The number of shares subject to each annual long-term equity incentive award will be determined in accordance with the Company's Equity Grant Policy.
Mr. Colan will also be awarded a one-time inducement equity grant of 12,000 restricted stock units ("Inducement RSUs"), which will vest on the third anniversary of the grant date, subject to Mr. Colan's continued employment with the Company.
Mr. Colan will be eligible to receive additional restricted stock units (referred to as "Career Shares"). Mr. Colan's Career Shares generally will have the same terms and conditions applicable to Career Shares granted to other eligible senior executives.
Mr. Colan also will be eligible to participate in the Company's Severance Plan for Senior Management and Key Employees ("Severance Plan"), which provides for certain post-employment severance payments in connection with a change in control. He will not be eligible to receive excise tax gross ups as excise tax gross ups have been eliminated for persons who become participants in the Severance Plan in Fiscal Year 2009 and thereafter. Mr. Colan will also be eligible to participate in other employee benefit programs generally available to employees of the Company.
Mr. Colan will execute and be subject to the Company's standard non-competition and non-solicitation agreement. The standard non-competition and non-solicitation agreement provides that Mr. Colan will be subject to certain restrictive covenants, including (i) non-disclosure restrictions, (ii) non-solicitation of the Company's employees, clients and prospective clients during the term of his employment and for a period of twenty-four months thereafter, and (iii) non-competition during the term of employment and for a period of twelve months thereafter.
Prior to joining the Company, Mr. Colan served since 2008 as Executive Vice
President-Chief Accounting Officer and Controller of Discovery Communications,
LLC. Prior to his tenure at Discovery Communications, LLC, Mr. Colan spent nine
years at AOL/Time Warner where he held various positions including Senior Vice
President-Controller and Treasurer. Additional details of Mr. Colan's
professional biography can be found in the press release, which is attached
hereto as Exhibit 99.1 and incorporated herein by reference and made a part
hereof.
(d) Exhibits
The following Exhibit is filed herewith:
Exhibit Description
99.1 Press Release dated August 23, 2012
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