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Quotes & Info
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| ACTV > SEC Filings for ACTV > Form 8-K on 31-Aug-2012 | All Recent SEC Filings |
31-Aug-2012
Change in Directors or Principal Officers
On May 23, 2012, The Active Network, Inc. (the "Company") granted the following time-based restricted stock units ("RSUs"), performance-based restricted stock units ("Initial Performance RSUs") and option awards ("Options") to the Company's named executive officers, in accordance with the terms of the Company's 2011 Equity Incentive Plan (the "2011 Plan") as disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 30, 2012:
RSU Option Initial
Grant Grant Performance
(Total # (Total # RSU Grant
of of (Target # of
Name Title Shares Shares) Shares)
David Alberga Chief Executive Officer and Chairman 59,045 195,313 59,045
Matthew Landa President 49,961 165,265 49,961
Scott Mendel Chief Financial Officer 36,336 120,192 36,336
Darko Dejanovic Chief Technology, Product and Innovation Officer 45,419 150,240 45,419
Sheryl Roland Executive Vice President, Human Resources 16,250 48,829 16,250
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The time-based RSUs vest twenty-five percent (25%) on the first year anniversary of the grant date and in equal installments on each of the three anniversaries thereafter, subject to the named executive officer's continuous employment through each of the vesting dates.
The Options vest over four years in equal monthly installments, subject to the named executive officer's continuous employment through each of the vesting dates; provided however, the options do not become exercisable until the Company's 15-day moving average stock price meets or exceeds (a) $20.00 within two years from the grant date, (b) $22.50 within three years from the grant date, or (c) $25.00 within four years from the grant date. In addition, each named executive officer's vested Options become exercisable following a "change in control" of the Company (as such term is defined in the named executive officer's retention agreement or change in control agreement).
The Initial Performance RSUs vest on May 23, 2015 contingent upon the Company's achievement of revenue and Adjusted EBITDA performance objectives for the three year performance period ended December 31, 2014. The Initial Performance RSUs granted up to the target amount based on the Company's achievement of certain target performance objectives (the "Target Objectives") each will be settled in one share of the Company's common stock. The actual number of Initial Performance RSUs to be earned by each named executive officer will be assessed on a linear basis and the degree to which the Company achieves the performance objectives will determine the actual number of Initial Performance RSUs to be earned by the named executive officers.
Supplemental
Performance
RSU Grant
Name Title (Maximum #)
David Alberga Chief Executive Officer and Chairman 118,090
Matthew Landa President 99,922
Scott Mendel Chief Financial Officer 72,672
Darko Dejanovic Chief Technology, Product and Innovation Officer 90,838
Sheryl Roland Executive Vice President, Human Resources 32,500
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After completion of the three year performance period, the Committee will certify the extent to which the performance objectives have been met, and will determine the number of Performance RSUs that have been earned based on this performance. Performance RSUs that are earned will only be awarded if the executive remains employed by the Company through May 23, 2015.
If a named executive officer's employment with the Company is terminated by the
Company without "cause" at any time, or if the named executive officer
terminates employment with the Company for "good reason" within twelve
(12) months following a "change in control" transaction (as such terms are
defined in the named executive officer's retention agreement or change in
control agreement with the Company), such number of Performance RSUs will become
fully vested upon the named executive officer's termination of employment in
accordance with the following formula:
Target Amount of Performance RSUs, multiplied by the quotient of (A) Number of full months elapsed from the grant date of the Performance RSUs to the date that is one year following the date of such executive officer's termination of employment, divided by (B) 36.
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