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

This excerpt taken from the LWSN 8-K filed Apr 21, 2008.
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2008, James D. Anderson, Executive Vice President of Global Services, informed the company that he will resign and depart the company on June 13, 2008. Mr. Anderson will continue in his position until that time. A copy of the press release announcing his departure is attached hereto as Exhibit 99.1.

This excerpt taken from the LWSN 8-K filed Nov 13, 2007.

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

 

Item 5.02(e)

 

Adoption and Approval of Amendment No. 2 to the Lawson Software, Inc. Executive Change in Control Severance Pay Plan for Tier 1 Executives

 

On January 17, 2005, Lawson Software, Inc. adopted the Executive Change in Control Severance Pay Plan for Tier 1 Executives (the “Tier 1 Plan”), which was amended by Amendment No. 1 on June 26, 2007. Based on the recommendation of the Compensation Committee of the Board of Directors, on November 8, 2007 the Board of Directors of Lawson Software, Inc. approved Amendment No. 2 to the Tier 1 Plan (in the form attached as Exhibit 10.35 to this Report on Form 8-K), to amend effective November 8, 2007 the definitions of “Cause,” “Good Reason” and “Tier 1,” as follows:

 

Cause — the termination of the Participant’s employment initiated by the Employer because of:  (1) if the Participant has entered into any written and executed contract(s) with the Employer, any material breach by the Participant of such contract (as reasonably determined by the Employer) and which is not or cannot reasonably be cured within 10 days after written notice from the Employer to the Participant; (2) any material violation by the Participant of the Employer’s policies, rules or regulations (as reasonably determined by the Employer) and which is not or cannot be reasonably cured within 10 days after written notice from the Employer to the Participant; or (3) commission of any material act of fraud, embezzlement or dishonesty by the Participant (as reasonably determined by the Employer).

 

Good Reason — the occurrence of any of the following events:  (1) a job reassignment that is not at least of comparable responsibility or status as the assignment in effect immediately prior to the Change in Control; (2) a reduction in the Participant’s Base Pay as in effect immediately prior to a Change in Control; (3) a material modification of the Employer’s incentive compensation program (that is adverse to the Participant) as in effect immediately prior to a Change in Control; (4) a requirement by the Employer that the Participant be based anywhere other than within thirty miles of the Participant’s work location immediately prior to a Change in Control (with exceptions for temporary business travel that is consistent in both frequency and duration with the Participant’s business travel before the Change in Control); or (5) except as otherwise required by applicable law, the failure by the Employer to provide employee benefit programs and plans (including any stock ownership and stock purchase plans) that provide substantially similar benefits, in terms of aggregate monetary value, at substantially similar costs to the Participant as the benefits provided in effect immediately prior to a Change in Control. Termination or reassignment of the Participant’s employment for Cause, or by reason of Disability or death, are excluded from this definition.

 

Tier 1  — each individual who continues to meet any of the following requirements:  (1) the Chief Executive Officer of the Principal Sponsor (“CEO”), (2) the Chief Financial Officer of the Principal Sponsor (CFO) or (3) an executive officer of the Principal Sponsor, as determined by the Board of Directors of the Principal Sponsor based on Rule 3b-7 of the U.S. Securities Exchange Act.

 

Approval of Addendum to Employment Agreement with Robert A. Schriesheim

 

On November 8, 2007, the Company entered into an Addendum to the Employment Agreement dated October 5, 2006 with Robert A. Schriesheim, a director and executive vice president and chief financial officer of the Company, pertaining to the reimbursement of certain travel and living expenses during the three-year period commencing October 2006. The form of

 

2



 

Addendum is attached as Exhibit 10.36 to this Report on Form 8-K. Because airfare costs have been higher than initially estimated, the maximum annual reimbursement amounts were increased from $25,000 per year to $40,000 for year one, $41,600 for year two and $43,400 for year three, and the cumulative three-year limit was increased from $75,000 to $125,000 (plus the applicable tax gross-up), as described in Exhibit 10.36.

 

EXCERPTS ON THIS PAGE:

8-K
Apr 21, 2008
8-K
Nov 13, 2007
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki