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CRIS » Topics » Letter Agreements with Executive Officers

This excerpt taken from the CRIS 10-Q filed Oct 28, 2008.

Letter Agreements with Executive Officers

On October 27, 2008, we entered into a letter agreement with each of our executive officers (each, a “Letter Agreement” and collectively, the “Letter Agreements”) to, among other things:

 

•  

reflect the reductions in annual base salaries paid to the executive officers as described herein; and

 

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reflect the grants of equity to the executive officers as described herein.

 

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In addition, the Letter Agreements amend the offer letters, as amended, by and between us and Changgeng Qian, Michael P. Gray and Mark W. Noel and the employment agreement by and between us and Daniel R. Passeri to provide that:

 

•  

certain severance amounts to be paid to the executive officer as a result of his termination for Good Reason (as defined in the applicable employment agreement or offer letter) or without Cause (as defined in the applicable employment agreement or offer letter) be changed from twelve (for Mr. Passeri) or six (for the other executive officers) monthly payments each equal in amount to one twelfth of his then base salary to twelve (for Mr. Passeri) or six (for the other executive officers) monthly payments each equal in amount to one twelfth of the greater of (x) his salary in effect on September 30, 2008 and (y) his then base salary;

 

•  

certain severance amounts to be paid to the executive officer as a result of his termination for Good Reason or without Cause within twelve months following a Change in Control Event (as defined in the applicable employment agreement or offer letter) be changed from twelve (for Mr. Passeri) or six (for the other Executive Officers) monthly payments each equal in amount to one twelfth of his then base salary to twelve (for Mr. Passeri) or six (for the other executive officers) monthly payments each equal in amount to one twelfth of the greater of (x) his salary in effect on September 30, 2008 and (y) his then base salary;

 

•  

the definition of “base salary” used to calculate certain severance amounts to be paid to the executive officer in connection with a Change in Control Event be changed from the greater of the amount in effect either immediately prior to the Change in Control Event or his employment termination date to the greater of the amount in effect (x) on September 30, 2008, (y) immediately prior to the Change in Control Event or (z) on his employment termination date; and

 

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for Mr. Passeri, we pay fees for the preparation of such executive officer’s tax return by a tax professional.

The foregoing summary of the Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such Letter Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated into this Item 5 by reference.

 

Item 6. EXHIBITS

See exhibit index.

 

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