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XSPY > SEC Filings for XSPY > Form 8-K on 22-Oct-2012All Recent SEC Filings

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Form 8-K for SPY INC.


22-Oct-2012

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2012, the Company and Michael Marckx, President and Chief Executive Officer, and Michael D. Angel, Chief Financial Officer (collectively "Executives"), agreed to amend each of their respective Executive Employment Agreements dated October 27, 2011, and each of their Change In Control Agreements dated October 27, 2011 and January 3, 2012, respectively. The principal changes are as follows.

Each Executive agreed to waive any right to receive a bonus they might otherwise have been entitled to during the years ending December 31, 2012 and 2013 pursuant to the amendments to their respective Executive Employment Agreements.

Pursuant to the amendments to their respective Change In Control Agreements, Mr. Marckx and Mr. Angel became eligible to receive bonuses in the increased amounts of $300,000 and $200,000, respectively, in the event of a Change In Control with an enterprise value in excess of $50,000,000 (as defined in each amendment). The Executives will receive 50% of those bonus amounts in the event of a Change In Control with an enterprise value less than or equal to $50,000,000.

The definition of resignation for "good reason" following a Change In Control in Mr. Marckx's Change In Control Agreement was also modified with respect to his ability to resign for good reason in the event of a material diminution in his authority, duties or responsibilities following a Change in Control transaction.



Item 9.01. Financial Statements and Exhibits.

Exhibit No.                              Description
   10.1       Amendment No. 2 to Amended and Restated Executive Employment
              Agreement by and between the Company and Michael Marckx dated
              October 16, 2012
   10.2       Amendment No. 1 to Amended and Restated Executive Employment
              Agreement by and between the Company and Michael D. Angel dated
              October 16, 2012
   10.3       Amendment No. 1 to Amended and Restated Change In Control
              Agreement by and between the Company and Michael Marckx dated
              October 16, 2012
   10.4       Amendment No. 1 to Amended and Restated Change In Control
              Agreement by and between the Company and Michael D. Angel dated
              October 16, 2012

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