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CHYR > SEC Filings for CHYR > Form 8-K on 20-Nov-2012All Recent SEC Filings

Show all filings for CHYRON CORP

Form 8-K for CHYRON CORP


20-Nov-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.

(e) (i) On November 19, 2012, the Company entered into a new severance agreement with its Senior Vice President and Chief Financial Officer, Jerry Kieliszak, effective November 19, 2012, which succeeds his existing agreement, dated October 26, 2007, and terminates his executive retention program grant letter, dated September 23, 2002. This new severance agreement is substantially the same as Mr. Kieliszak's existing severance agreement, except that, in addition to being entitled to severance if he is terminated without cause, Mr. Kieliszak will be entitled to severance if he resigns with good reason. Under the agreement, "resigns with good reason" means a resignation as a result of:

a reduction in Mr. Kieliszak's base salary or a cap on incentive pay;

the assignment to Mr. Kieliszak of any duties inconsistent in any material respect with his position (including status, offices, titles and reporting requirements), authority, duties or responsibilities which result in a material diminution in such position, authority, duties or responsibilities;

the taking of any action by the Company which would adversely affect Mr. Kieliszak's participation in, or materially reduce the executive's benefits under any plans, including incentive pay plans or programs, offered by the Company; or

the Company's requirement that Mr. Kieliszak be based at any office or location other than in New York City or Long Island.

The material terms of the previous severance agreement with Mr. Kieliszak were previously disclosed in the section entitled "Executive Compensation-Potential Payments Upon Termination or Change-in-Control" of the Company's Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 6, 2012 (File No. 001-09014), and are incorporated herein by reference. The summary of the severance agreement set forth herein is qualified in its entirety by reference to the complete terms of the agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference into Item 5.02(e) of this Form 8-K.

(ii) The Company also amended and restated a change-in-control agreement with Mr. Kieliszak, which replaces his previous agreement dated October 26, 2007, as amended. This new change-in-control agreement is substantially the same as Mr. Kieliszak's existing change-in-control agreement, except for the following:

Upon a triggering event, Mr. Kieliszak's severance benefits and accrued vacation payments will be paid in a lump sum within 20, rather than 2, business days, which is consistent with the terms of the Company's change-in-control agreement with Michael Wellesley-Wesley described below;

Any termination of Mr. Kieliszak's employment during the period thirty (30) days prior to the signing of a definitive agreement providing for a change-in-control or the eighteen (18) months following the effective date of such agreement will be considered a termination "related to a change-in-control"; and

This change-in-control agreement shall continue in effect until the latest of (A) the date of termination of Mr. Kieliszak's employment, (B) a change-in-control to which Mr. Kieliszak's termination is related (as such terms are defined in the agreement) and (C) so long as Mr. Kieliszak is employed by the Company, two years following the date of such change-in-control.

The material terms of the previous change-in-control agreement with Mr. Kieliszak were previously disclosed in the section entitled "Executive Compensation-Potential Payments Upon Termination or Change-in-Control" of the Company's Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 6, 2012 (File No. 001-09014), and are incorporated herein by reference. The summary of the change-in-control agreement set forth herein is qualified in its entirety by reference to the complete terms and conditions of the agreement, which is filed as Exhibit 10.2 to this Form 8-K and incorporated by reference into Item 5.02(e) of this Form 8-K.

(iii) In addition, on November 19, 2012, the Company amended and restated a change-in-control agreement with its President and Chief Executive Officer, Michael Wellesley-Wesley, which replaces his previous agreement dated May 23, 2012. This new change-in-control agreement is substantially the same as Mr. Wellesley-Wesley's existing change-in-control agreement, except for the following:


Mr. Wellesley-Wesley will be entitled to severance upon termination of employment by the Company relating to a change-in-control or a potential change-in-control, regardless of whether such change-in-control is consummated; and

Any termination of Mr. Wellesley-Wesley's employment during the period thirty
(30) days prior to the signing of a definitive agreement providing for a change-in-control or the eighteen (18) months following the effective date of such agreement will be considered a "termination relating to a change-in-control."

The material terms of the previous change-in-control agreement were previously disclosed in the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 29, 2012 (File No. 001-09014), and are incorporated herein by reference. The summary of the change-in-control agreement set forth herein is qualified in its entirety by reference to the complete terms and conditions of the new change-in-control agreement, which is filed as Exhibit 10.3 to this Form 8-K and incorporated by reference into Item 5.02(e) of this Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1+ Severance Agreement by and between Chyron Corporation and Jerry Kieliszak, dated as of November 19, 2012.

10.2+ Change-in-Control Agreement by and between Chyron Corporation and Jerry Kieliszak, dated as of November 19, 2012.

10.3+ Change-in-Control Agreement by and between Chyron Corporation and Michael Wellesley-Wesley, dated as of November 19, 2012.

+ Management contract or compensatory plan or arrangement.


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