COMARCO 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 2007
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (949) 599-7400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
INFORMATION TO BE INCLUDED IN THE REPORT
(e) Effective as of June 11, 2007, the Company entered into Amended and Restated Severance Agreements (Agreements) with Thomas A. Franza, Daniel R. Lutz, Thomas W. Lanni, Frederick L. Torstennsson, John McMunn and Mark Chapman. The new Agreements were implemented to conform to the provisions of Section 409A of the Internal Revenue Code of 1986 and the regulations promulgated thereunder. The Agreements with Messrs Franza, Lutz, Lanni and Torstennsson replace existing agreements, and have the same economic terms.
The Agreements, which contain the same terms for all the executives except as noted below, provide that if, within 24 months following a change of control of the Company, he is terminated or constructively terminated without cause, or ceases to be employed by the Company for reasons other than because of death, disability or retirement, then he is entitled to receive a lump sum cash payment equal to the sum of his annual base salary plus his annual incentive compensation bonus that would be payable assuming 100 percent satisfaction of all goals thereunder (for Messrs. Franza and Lutz, the payment is two times such sum of salary and bonus). In addition, the executive is entitled to continue participation and coverage under the Companys health plans and insurance program and the acceleration of all unvested options and restricted stock, if any. Each severance agreement has a term that continues until three years after any notice of non-renewal or termination is given by the executive or the Company.
A copy of the form of the Agreement is attached hereto as Exhibit 10.9 and incorporated herein by this reference.
Note: The information contained in this Current Report on Form 8-K shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.