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Delaware
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000-21531
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05-0376157
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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·
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an
annual base salary of $775,000, which will be prorated for any portion of
a fiscal year during which Mr. Spinner is employed as the Company’s
President and Chief Executive
Officer;
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·
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an
annual bonus target of 100% of his base salary, 50% of which will be
guaranteed for fiscal 2009;
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·
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an
initial grant of options to purchase 30,000 shares of the Company’s common
stock and 36,000 shares of restricted stock of the Company, which grant
will vest in four equal annual installments beginning on the first
anniversary of Mr. Spinner’s first day of employment with the Company,
which is the grant date of the
award;
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·
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a
potential grant of 50,000 restricted performance share units based on the
Company’s achievement of certain earnings targets determined by the
Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”) during a performance period ending on August 1,
2010 (which grant may be increased to up to 100,000 restricted performance
share units based on the Company’s performance relative to such targets
during the performance period);
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·
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reimbursement
for reasonable living and transportation expenses in the Providence, Rhode
Island area while Mr. Spinner maintains his primary residence in Richmond,
Virginia; and
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·
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participation
in the Company’s welfare and benefit plans in accordance with the terms of
such plans.
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·
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the
Company is required to pay Mr. Spinner a pro rata portion of the
bonus to which he would have been entitled for the year in which he was
terminated and an amount equal to the pro rata portion of his
unvested balance in the Company’s employee stock ownership plan that would
vest on the first anniversary of the date of Mr. Spinner’s termination;
and
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·
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a
pro rata portion
of any options to purchase shares of the Company’s common stock awarded to
Mr. Spinner and not vested and exercisable on or prior to the date of Mr.
Spinner’s termination that would otherwise become vested and exercisable
on or prior to the first anniversary of the date of Mr. Spinner’s
termination and any shares of restricted stock of the Company granted to
Mr. Spinner that would have vested or had any restrictions thereon removed
on or prior to the first anniversary of the date of Mr. Spinner’s
termination, will, in either case, become vested or have any restrictions
thereon removed, as the case may
be.
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·
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any
unpaid base salary and accrued and unpaid bonuses and
vacation;
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a
lump sum payment equal to (i) three times Mr. Spinner’s then applicable
base salary plus (ii) the average annual bonus paid to Mr. Spinner for the
three fiscal years prior to the date of his termination or resignation (or
the average of the bonuses he has received if he will not have been
employed by the Company for less than three years as of such date, or, if
he has not received an annual bonus as of such date, his target
bonus);
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·
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a
pro rata portion
of the annual bonus Mr. Spinner would have been entitled to receive for
the fiscal year in which such termination or resignation occurred;
and
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an
amount equal to Mr. Spinner’s unvested account balance in the Company’s
employee stock ownership plan.
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