QSFT » Topics » Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

This excerpt taken from the QSFT 8-K filed Apr 28, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(c). On April 22, 2005, Quest Software appointed Michael J. Lambert, age 43, as Chief Financial Officer. Mr. Lambert joined Quest Software in November 2004 as Senior Vice President, Finance, at which time Quest Software announced that Mr. Lambert was expected to assume the role of Chief Financial Officer following a transition period. M. Brinkley Morse remains with Quest Software as Senior Vice President, Corporate Development.

 

Prior to joining Quest, Mr. Lambert was Executive Vice President and Chief Financial Officer at Quantum Corporation (NYSE:DSS), a publicly held provider of storage solutions, from June 2001 through June 2004. From July 2000 to May 2001, Mr. Lambert was Senior Vice President and Chief Financial Officer of NerveWire, a systems integration consulting firm. From March 1996 to July 2000, Mr. Lambert worked for Lucent Technologies, most recently as Vice President and Chief Financial Officer of the InterNetworking Systems Division. From July 1993 to March 1996, Mr. Lambert was at IBM Storage Systems Division, where he held several financial management positions.

 

Mr. Lambert’s principal terms of employment are described in Quest Software’s offer letter. Mr. Lambert’s annual salary is currently $350,000, and Mr. Lambert is eligible to receive a discretionary annual bonus of up to $100,000. Mr. Lambert was also granted options to purchase 400,000 shares of Quest Software’s common stock in November 2004 at an exercise price of $16.03 per share. Mr. Lambert’s bonus will be determined based on the achievement of certain company-wide, business and individual goals to be determined by the Compensation Committee of Quest Software’s Board of Directors. The actual bonus payment may be less than or greater than the target amount depending on whether and the extent to which the goals upon which such bonus is based are achieved. The goals for Mr. Lambert’s bonus award generally will be based on Quest Software’s consolidated revenues, operating income, earnings per share, and such other performance criteria as may be determined by the Compensation Committee. Mr. Lambert and Quest Software have entered into Quest Software’s standard form of Indemnification Agreement for directors and officers.


SIGNATURES

 

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.

 

   

QUEST SOFTWARE, INC.

Date: April 28, 2005

       
   

By:

 

J. MICHAEL VAUGHN


        J. Michael Vaughn
        General Counsel and Secretary
This excerpt taken from the QSFT 8-K filed Feb 23, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(c). On February 18, 2005, Quest Software, Inc. appointed Douglas F. Garn, age 46, to the office of President. The press release issued by Quest Software announcing Mr. Garn’s promotion is attached hereto as Exhibit 99.1. Mr. Garn will continue to manage Quest Software’s worldwide sales operations, and his new responsibilities will include Quest Software’s product development, product management and marketing organizations.

 

Mr. Garn served as Vice President, Worldwide Sales of Quest Software from January 1998 to January 2002 and returned to this position in January 2003 after a medical leave of absence. From March 1996 to January 1998, Mr. Garn was Vice President of North American Sales for Peregrine Systems, Inc.

 

Mr. Garn’s annual salary is currently $400,000, and Mr. Garn is eligible to receive a discretionary annual bonus of up to $200,000, which were the same annual salary and targeted bonus amounts for Mr. Garn in 2004. The 2005 bonus will be paid based on the achievement of certain company-wide, business and individual goals to be determined by the Compensation Committee of Quest Software’s Board of Directors. The actual bonus payment may be less than or greater than the target amount depending on whether and the extent to which the goals upon which such bonus is based are achieved. The goals for Mr. Garn’s bonus award generally will be based on Quest Software’s consolidated revenues, operating income, earnings per share, and such other performance criteria as may be determined by the Compensation Committee.

 

This excerpt taken from the QSFT 8-K filed Feb 2, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(d) On January 27, 2005, Paul Sallaberry was elected to Quest’s Board of Directors to fill a vacancy that had existed since the date of our last Annual Meeting of Shareholders. Mr. Sallaberry will replace Jerry Murdock, Jr. as a member of Quest’s Compensation Committee. Mr. Sallaberry held several executive level positions with VERITAS Software, most recently as Executive Vice President, Worldwide Field Operations. Mr. Sallaberry had previously served as Senior Vice President, Worldwide Sales of Veritas from July 1999 to December 1999, and Vice President, Worldwide Sales of Veritas from April 1997 to July 1999. The press release issued by Quest on February 2, 2005 announcing the election of Mr. Sallaberry is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Pursuant to the terms of the Automatic Option Grant Program under Quest’s 1999 Stock Incentive Plan, upon election to the Board, Mr. Sallaberry received options to purchase 50,000 shares of Quest Common Stock at an exercise price of $14.54, the closing price on the date of his election. Mr. Sallaberry will also enter into Quest’s standard form of indemnification agreement.

 

 

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