This excerpt taken from the OPTV 10-Q filed Nov 6, 2008.
assessment of the matter and is intended to provide our investors with a reasonable understanding of the nature of the legal proceeding as we understand it on the date of this Quarterly Report.
There is no significant update to the information previously set forth under the caption Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008.
Based on information available to management as of the date of this Quarterly Report on Form 10-Q, management has determined that no material changes are required to the risk factor disclosure as reported in our Annual Report on Form 10-K for the year ended December 31, 2007.
On November 5, 2008, we entered into a new employment agreement with Nigel (Ben) Bennett, who has served as our Chief Executive Officer since March 2008. This agreement replaces a prior agreement dated December 10, 2007 pursuant to which Mr. Bennett served as our Acting Chief Executive Officer. In addition, effective as of November 5, 2008, Mr. Bennett was appointed to serve on our board of directors and on the executive committee of our board of directors.
Under the employment agreement, Mr. Bennetts annual salary, effective as of March 2008, is $475,000. An annual target bonus amount will be established by our compensation and nominating committee prior to the year in which such bonus applies. For 2008, Mr. Bennetts target bonus is $300,000. Under the employment agreement, we agreed to grant Mr. Bennett 100,000 restricted Class A ordinary shares under the OpenTV Corp. 2005 Incentive Plan. Such shares shall be subject to the terms and conditions of a restricted share agreement, which terms and conditions include, among other things, restrictions on the sale, transfer or assignment of such shares. Such restrictions lapse as to one-third of the restricted shares on March 5, 2009 and as to an additional one-third of the restricted shares on each of March 5, 2010 and March 5, 2011. In addition, we agreed to grant to Mr. Bennett, subject to the availability of sufficient shares under our 2005 Incentive Plan, awards of 100,000 restricted Class A ordinary shares on the first business day following each of January 1, 2009, January 1, 2010 and January 1, 2011. The restrictions in respect of each grant will lapse as to one-third of the restricted shares on each anniversary of the applicable grant date. We also agreed to reimburse Mr. Bennett for lease payments and reasonable operating expenses for a company car.
Mr. Bennetts employment agreement provides for an initial term of employment of one year and will automatically renew for successive one-year periods, unless either Mr. Bennett or we give notice of non-renewal no later than twelve (12) months prior to the end of the then current employment term. Notwithstanding the notice period, we may relieve Mr. Bennett of his employment duties during the notice period, provided that we pay him a lump sum equal to the amount of his base salary that Mr. Bennett would have earned had he remained employed during the notice period. If Mr. Bennetts employment is terminated by us other than for cause, death or disability or if Mr. Bennett resigns his employment due to a material reduction in his base salary or his authority, duties or responsibilities, then Mr. Bennett would receive the following:
If Mr. Bennetts employment is terminated due to his death or disability, as those terms are defined in his employment agreement, then Mr. Bennett would receive the following:
Our payment of the foregoing benefits is contingent upon Mr. Bennett, or if applicable his estate or legal representative, signing a full and complete waiver and release in our favor. No benefits are payable upon any termination of Mr. Bennett for cause or if Mr. Bennett resigns other than for good reason, as those terms are defined in the employment agreement.
Mr. Bennetts employment agreement and form of restricted share agreement are included herein as Exhibits 10.1 and 10.2, respectively, and are each incorporated herein by reference. The foregoing descriptions of Mr. Bennetts employment agreement and restricted share agreement are qualified in their entirety by reference to the full text of each such agreement.
(a) Exhibits. Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):