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MODN > SEC Filings for MODN > Form 8-K on 8-May-2013All Recent SEC Filings

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Form 8-K for MODEL N, INC.


Change in Directors or Principal Officers

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

(b) On May 2, 2013, James W. Breyer resigned from our board of directors, effective immediately. Mr. Breyer's decision to resign was not due to any disagreements with management.

(d) On May 2, 2013, our board of directors elected James B. Larson to serve as a Class I director, effective as of May 2, 2013, whose current term will expire at our first annual meeting of stockholders, which will take place in 2014. Mr. Larson will also serve as a member of the Nominating and Corporate Governance Committee of our board of directors. There are no arrangements or understanding between Mr. Larson and any other persons pursuant to which Mr. Larson was named as a director.

In connection with his service as a director, Mr. Larson will be granted an initial award of restricted stock units having a value of $150,000 as an initial director equity package, which award shall vest over three years in three equal annual increments beginning on May 15, 2014. Mr. Larson will also be granted an additional award of restricted stock units having a value of $15,000 as a retainer for the remaining six months of our 2013 fiscal year, which award shall vest in full on May 15, 2014.

In connection with his election, we will enter into our standard form of Indemnity Agreement with Mr. Larson. Pursuant to this agreement, subject to the exceptions and limitations provided therein, we will agree to hold harmless and indemnify Mr. Larson to the fullest extent authorized by our certificate of incorporation, bylaws and Delaware law, and against any and all expenses, judgments, fines and settlement amounts actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding arising out of his services as a director. The foregoing description is qualified in its entirety by the full text of the form of Indemnity Agreement, which was filed as Exhibit 10.01 to our Form S-1 Registration Statement filed on March 12, 2013 and which exhibit is incorporated by reference herein.

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