OVRL » Topics » Retention Agreements

This excerpt taken from the OVRL 10-Q filed Oct 31, 2008.

Retention Agreements

We entered into amended and restated retention agreements with Messrs. Gawarecki, Kalbfleisch and LoForti effective September 27, 2007. We entered into a retention agreement with Mr. Pendekanti on April 21, 2008. These agreements provide that the officer will receive a lump sum severance payment if, within two years of the consummation of a change in control of our company, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Gawarecki, Kalbfleisch, and Pendekanti each would be entitled to an amount equal to his respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.


This excerpt taken from the OVRL DEF 14A filed Oct 27, 2008.

Retention Agreements

 

In addition to the amended and restated retention agreements referenced above under “Employment, Severance and Change in Control Agreements,” we have also entered into an amended and restated retention agreement with Mr. Gawarecki in September 2007 (which replaced the retention agreement entered into with Mr. Gawarecki effective January 27, 2000) and a retention agreement with Mr. Pendekanti in April 2008. These agreements provide that the executive officer will receive a severance payment if, within two years of the consummation of a change in control of our company, such executive officer is terminated without cause or resigns with good reason.  These severance payments are based on the executive officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus such executive officer’s target bonus for the year before the consummation of the change in control.  These agreements provide that, upon a change in control, each would be entitled to an amount equal to his respective base salary plus target bonus.  If any portion of any payment under these agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

These excerpts taken from the OVRL 10-K filed Oct 14, 2008.

Retention Agreements

 

We entered into amended and restated retention agreements with Messrs. Gawarecki, Kalbfleisch and LoForti effective September 27, 2007.  We entered into a retention agreement with Mr. Pendekanti on April 21, 2008.  These agreements provide that the officer will receive a lump sum severance payment if, within two years of the consummation of a change in control of our company, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control.  The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Gawarecki, Kalbfleisch, and Pendekanti each would be entitled to an amount equal to his respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 



 

Retention Agreements



 



We entered into amended and restated
retention agreements with Messrs. Gawarecki, Kalbfleisch and LoForti
effective September 27, 2007.  We
entered into a retention agreement with Mr. Pendekanti on April 21,
2008.  These agreements provide that the
officer will receive a lump sum severance payment if, within two years of the
consummation of a change in control of our company, he is terminated without
cause or resigns with good reason. These severance payments are based on the
officer’s base salary at the time of the consummation of the change in control
or the termination date, whichever is higher, plus his or her target bonus for
the year prior to the consummation of the change in control.  The agreements provide that, upon a change in
control, Mr. LoForti would be entitled to receive an amount equal to 2.0
times his base salary plus target bonus; and Messrs. Gawarecki,
Kalbfleisch, and Pendekanti each would be entitled to an amount equal to his
respective base salary plus target bonus. If any portion of any payment under
any of the agreements would constitute an “excess parachute payment” within the
meaning of Section 280G of the Internal Revenue Code, then that payment
will be reduced to an amount that is one dollar less than the threshold for
triggering the tax imposed by Section 4999 of the Internal Revenue Code.



 
















 



This excerpt taken from the OVRL 10-Q filed May 1, 2008.

Retention Agreements

 

We entered into amended and restated retention agreements with Messrs. Farkaly, Gawarecki, Kalbfleisch and LoForti effective September 27, 2007.  We entered into a retention agreement with Mr. Pendekanti on April 21, 2008.  These agreements provide that the officer will receive a lump sum severance payment if, within two years of the consummation of a change in control of our company, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control, or in the case of Mr. Farkaly, the target sales commission he is eligible to receive, prior to a change of control, in the event targeted revenue is achieved for the year. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Farkaly, Gawarecki, Kalbfleisch, and Pendekanti each would be entitled to an amount equal to his respective base salary plus target bonus (or in the case of Mr. Farkaly, target sales commission). If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

This excerpt taken from the OVRL 10-Q filed Feb 1, 2008.

Retention Agreements

 

We entered into amended and restated retention agreements with Messrs. Farkaly, Gawarecki, Kalbfleisch, LoForti and Scroop effective September 27, 2007. These agreements provide that the officer will receive a lump sum severance payment if, within two years of the consummation of a change in control of our company, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control, or in the case of Mr. Farkaly, the target sales commission he is eligible to receive, prior to a change of control, in the event targeted revenue is achieved for the year. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Farkaly, Gawarecki, Kalbfleisch, and Scroop each would be entitled to an amount equal to his respective base salary plus target bonus (or in the case of Mr. Farkaly, target sales commission). If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 



 

This excerpt taken from the OVRL 10-Q filed Nov 2, 2007.

Retention Agreements

 

We entered into amended and restated retention agreements with Messrs. Farkaly, Gawarecki, Kalbfleisch, LoForti and Scroop effective September 27, 2007. These agreements provide that the officer will receive a lump sum severance payment if, within two years of the consummation of a change in control of our company, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control, or in the case of Mr. Farkaly, the target sales commission he is eligible to receive, prior to a change of control, in the event targeted revenue is achieved for the year. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Farkaly, Gawarecki, Kalbfleisch, and Scroop each would be entitled to an amount equal to his respective base salary plus target bonus (or in the case of Mr. Farkaly, target sales commission). If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 


This excerpt taken from the OVRL DEF 14A filed Oct 10, 2007.

Retention Agreements

 

In addition to the retention agreements referenced above under “Potential Payments Upon Termination or Change-of-Control,” we have also entered into retention agreements with Mr. Farkaly and Mr. Kalbfleisch in July 2007. These agreements provide that the executive officer will receive a severance payment if, within two years of the consummation of a change in control of our company, such executive officer is terminated without cause or resigns with good reason. These severance payments are based on the executive officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus such executive officer’s target bonus for the year before the consummation of the change in control. In the case of Mr. Farkaly, severance payments are based on his base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his target commission for the year he is eligible to receive, before a change of control, in the event targeted revenue is achieved for the year. These agreements provide that, upon a change in control, each would be entitled to an amount equal to his respective base salary plus target bonus or target commission (in the case of Mr. Farkaly). If any portion of any payment under these agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

In September 2007, we entered into amended and restated retention agreements with each of Messrs. Farkaly and Kalbfleisch. The amendments to the retention agreements primarily concerned (i) structuring the timing of severance payments under the retention agreements so that they will not be considered “deferred compensation” under Section 409A of the Internal Revenue Code, and (ii) updating the arbitration provisions and the form of general release to conform to recent legal developments under state and federal law. The amount and nature of the severance benefits under the retention agreements did not change.

 

This excerpt taken from the OVRL 10-K filed Aug 23, 2007.

Retention Agreements

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Kerman effective August 30, 2004, and with Mr. Kalbfleisch effective July 23, 2007. These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Gawarecki, Kalbfleisch, Kerman, and Scroop each would be entitled to an amount equal to his respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.



This excerpt taken from the OVRL 10-Q filed May 4, 2007.

Retention Agreements

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000 and with Mr. Kerman effective August 30, 2004.  These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Messrs. Gawarecki, Kerman, and Scroop each would be entitled to an amount equal to his or her respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

3



This excerpt taken from the OVRL 10-Q filed Feb 2, 2007.

Retention Agreements

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Kerman effective August 30, 2004 and with Ms. Huff effective September 14, 2005.   These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Ms. Huff, and Messrs. Gawarecki, Kerman, and Scroop each would be entitled to an amount equal to his or her respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.



This excerpt taken from the OVRL 10-Q filed Nov 8, 2006.

Retention Agreements

 

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Kerman effective August 30, 2004 and with Ms. Huff effective September 14, 2005.   These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus; and Ms. Huff, and Messrs. Gawarecki, Kerman, and Scroop each would be entitled to an amount equal to his or her respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

 

3



This excerpt taken from the OVRL DEF 14A filed Oct 11, 2006.
Retention Agreements.  In addition to the retention agreements referenced in “Compensation of Executive Officers,” we have also entered into retention agreements with Mr. Kerman effective August 30, 2004 and Ms. Huff effective September 14, 2005. These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason.  These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control.  These agreements provide that, upon a change in control, each would be entitled to an amount equal to their respective base salary plus target bonus.  If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

This excerpt taken from the OVRL 10-K filed Sep 15, 2006.

Retention Agreements

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Calisi effective March 12, 2001, with Mr. Kerman effective August 30, 2004 and with Ms. Huff effective September 14, 2005.  These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. Calisi would be entitled to receive an amount equal to 2.5 times his base salary plus target bonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus. Ms. Huff, and Messrs. Gawarecki, Kerman, and Scroop each would be entitled to an amount equal to their respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

This excerpt taken from the OVRL 10-Q filed May 12, 2006.

Retention Agreements

 

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Calisi effective March 12, 2001, with Mr. Kerman effective August 30, 2004, with Mr. Karabatsos effective August 8, 2005 and with Ms. Huff effective September 14, 2005.   These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. Calisi would be entitled to receive an amount equal to 2.5 times his base salary plus target bonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus. Ms. Huff, and Messrs. Gawarecki, Karabatsos, Kerman, and Scroop each would be entitled to an amount equal to their respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

This excerpt taken from the OVRL 10-Q filed Feb 10, 2006.

Retention Agreements

 

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Calisi effective March 12, 2001, with Ms. Gallo effective August 30, 2002, with Mr. Kerman effective August 30, 2004, with Mr. Karabatsos effective  August 8, 2005 and with Ms. Huff effective September 14, 2005.   These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. Calisi would be entitled to receive an amount equal to 2.5 times his base salary plus target bonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus. Ms. Gallo, Ms. Huff, and Messrs. Gawarecki, Karabatsos, Kerman, and Scroop each would be entitled to an amount equal to their respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

This excerpt taken from the OVRL 10-Q filed Nov 14, 2005.

Retention Agreements

 

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Calisi effective March 12, 2001, with Ms. Gallo effective August 30, 2002, with Mr. Kerman effective August 30, 2004, with Mr. Karabatsos effective August 8, 2005 and with Ms. Huff effective September 14, 2005.   These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. Calisi would be entitled to receive an amount equal to 2.5 times his base salary plus target bonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus. Ms. Gallo, Ms. Huff, and Messrs. Gawarecki, Karabatsos, Kerman, and Scroop each would be entitled to an amount equal to their respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

4



 

This excerpt taken from the OVRL DEF 14A filed Oct 13, 2005.
Retention Agreements.  In addition to the retention agreements referenced in “Compensation of Executive Officers,” we have also entered into retention agreements with Ms. Gallo effective August 8, 2002, Mr. Kerman effective August 30, 2004, Mr. Karabatsos effective August 8, 2005, and Ms. Huff effective September 14, 2005. These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason.  These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control.  These agreements provide that, upon a change in control, each would be entitled to an amount equal to their respective base salary plus target bonus.  If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

This excerpt taken from the OVRL 10-K filed Sep 15, 2005.

Retention Agreements

 

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Calisi effective March 12, 2001, with Ms. Gallo effective August 30, 2002, with Mr. Kerman effective August 30, 2004, with Mr. Karabatsos effective  August 8, 2005 and with Ms. Huff effective September 14, 2005.   These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he or she is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whichever is higher, plus his or her target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. Calisi would be entitled to receive an amount equal to 2.5 times his base salary plus target bonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus. Ms. Gallo, Ms. Huff, and Messrs. Gawarecki, Karabatsos, Kerman, and Scroop each would be entitled to an amount equal to their respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

This excerpt taken from the OVRL 10-Q filed May 12, 2005.

Retention Agreements

 

We entered into retention agreements with Messrs. LoForti, Scroop and Gawarecki effective January 27, 2000, with Mr. Calisi effective March 12, 2001,  with Mr. Baffa effective April 2, 2001, with Ms. Gallo effective August 30, 2002, with Mr. Matze effective June 25, 2003 and with Mr. Kerman effective August 30, 2004.. These agreements provide that the officer will receive a severance payment if, within two years of the consummation of a change in control of Overland, he is terminated without cause or resigns with good reason. These severance payments are based on the officer’s base salary at the time of the consummation of the change in control or the termination date, whatever is higher, plus his target bonus for the year prior to the consummation of the change in control. The agreements provide that, upon a change in control, Mr. Calisi would be entitled to receive an amount equal to 2.5 times his base salary plus target bonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0 times his base salary plus target bonus. Ms. Gallo and Messrs. Baffa, Gawarecki, Kerman, Matze and Scroop each would be entitled to an amount equal to their respective base salary plus target bonus. If any portion of any payment under any of the agreements would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then that payment will be reduced to an amount that is one dollar less than the threshold for triggering the tax imposed by Section 4999 of the Internal Revenue Code.

 

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