UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 08/28/2013
Pegasystems Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-11859
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Massachusetts |
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04-2787865 |
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(State or other jurisdiction of |
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(IRS Employer |
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incorporation) |
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Identification No.) |
One Rogers Street, Cambridge, Massachusetts 02142
(Address of principal executive offices, including zip code)
617-374-9600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 28, 2013, Pegasystems Inc. (the "Company") executed an offer letter with Rafeal E. Brown, age 45, for his appointment as the Company's Chief Administrative Officer, Chief Financial Officer and Senior Vice President, effective October 7, 2013.
Mr. Brown's offer letter specifies the details of his compensation and provides for his employment on an "at-will" basis at an annual base salary of $380,000. Mr. Brown is eligible for an annual bonus of up to 50% of his base salary, subject to the funding provisions of the applicable bonus plan. Mr. Brown is also eligible to receive a $250,000 sign-on/relocation bonus, which is repayable to the Company in the event of a voluntary termination within twelve months from his date of hire. In the event the Company terminates Mr. Brown's employment without cause, he is eligible to receive a severance payment equal to six months of his base salary.
The Company will also provide Mr. Brown with an equity grant of stock options and restricted stock units, for which the Company will incur a $2,000,000 expense. The grant is subject to approval by the Company's Compensation Committee following the commencement of Mr. Brown's employment. The equity grant will vest twenty percent on its one year anniversary date, and, thereafter, the remainder will vest in equal quarterly installments over a four-year period. The vesting schedule for the equity grant is subject to acceleration in full, in the event of a change in control and termination of Mr. Brown's employment.
A copy of Mr. Brown's offer letter is attached hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure
On September 3, 2013, the Company issued a press release announcing the appointment of Mr. Brown as its Chief Administrative Officer, Chief Financial Officer and Senior Vice President, effective October 7, 2013.
A copy of the Company's press release is attached hereto as Exhibit 99.2.
Signature(s)
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.
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Pegasystems Inc. |
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Date: September 4, 2013 |
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By: |
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/s/ Janet Mesrobian |
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Janet Mesrobian |
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Associate General Counsel |
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Exhibit Index
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Exhibit No. |
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Description |
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EX-99.1 |
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Offer Letter between Pegasystems Inc. and Rafeal E. Brown dated August 28, 2013 |
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EX-99.2 |
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Press Release Issued September 3, 2013 |
PEGASYSTEMS INC. [Pega Logo]
One Rogers Street
Cambridge, MA 02142-1590. USA
August 28, 2013
Rafe Brown
433 Clark Drive
San Mateo, CA 94402
Dear Rafe:
Pegasystems is pleased to offer you the position of Chief Administration Officer, Chief Financial Officer and Senior Vice President, presently reporting directly to Alan Trefler. This offer is contingent upon the successful completion of our pre-employment process and upon your signing the enclosed Standards Letter. Your starting salary for this position will be paid at a biweekly rate of $14,615.38 at the annualized rate of $380,000.00. You will also be eligible to participate in our Corporate Incentive Compensation Plan (CICP), at a target rate of 50% of your base salary which in 2013 is $190,000.00 on an annualized basis. Your CICP will be pro-rated based on your start date during 2013 and in accordance with the terms of the CICP in effect for each applicable year, bringing your potential annualized on target earnings to $570,000.00.
As a demonstration of the company's commitment to you, we will provide you with an equity grant for which Pega's future financial statements will incur $2,000,000.00 of expense. This grant will combine a value of 25% stock options and 75% Restricted Stock Units (RSUs) pursuant to our Long-Term Incentive Plan and is contingent on Compensation Committee approval at the meeting following your date of hire. The number of RSUs and Options granted will be determined based on the closing price of our common stock on the first business day of the month following Compensation Committee approval. The full terms of this grant will be conveyed to you in a separate document after you become a Pegasystems employee.
In addition, Pega agrees to provide you a $250,000 sign-on/relocation bonus paid in two increments. The first payment of $125,000.00 will be made upon date of hire. The second payment will be balanced against the reimbursement of your movement of household goods and final travel to the Cambridge area and paid 30 days following the final reimbursement expense submission. This bonus is intended to minimally cover all of your relocation expenses. The $250,000 sign-on/relocation bonus is repayable to Pega in the event of a voluntary termination within 12 months of your date of hire.
You will be eligible to participate in the benefit programs which Pegasystems makes available to similarly situated employees, providing the option to elect individual or family coverage in our medical, dental and vision plans. In addition, we offer a tuition reimbursement program, a 401(k) plan, and medical and dependent care reimbursement accounts which enable you to pay for eligible expenses with pre-tax dollars. Pega will also provide you with short-term disability, long-term disability, life insurance and long-term care insurance. You will accrue paid time-off in accordance with Pegasystems' Paid Time-Off Policy which will provide 20 days of vacation per year. Your vacation is prorated during your first year of employment. A summary of these benefits are included for your convenience. Please note that our compensation and benefit plans are subject to change at any time.
This offer of employment is not a contract. Pegasystems is an at-will employer and either you or Pegasystems may terminate employment at any time. In the event that Pegasystems terminates your employment without cause, you will be entitled to severance equal to six months of base salary, provided that you sign a mutually acceptable form of release. In the event of a change of control and termination of your employment as CAO and CFO, all unvested Pega equity will accelerate.
As discussed, we would like you to begin working as a full-time employee on October 7, 2013. As a condition of employment, we require you to sign and return the enclosed Standards Letter and provide proper employment authorization. Please note that as a requirement to work in the United States, you must complete the Employment Eligibility Verification (I-9) form and bring with you the required supporting identification. We would appreciate a written response by 12:00pm on August 29, 2013. Please send or fax (617- 577-0110) both your signed Offer Letter and Standards Letter to our Cambridge office, in care of Kate Guarino (kate.guarino@pega.com).
Please do not hesitate to call Alan or me with any questions. We are all delighted at the prospect of your joining our staff and working with us!
Sincerely,
/s/ Jeffrey Yanagi
Jeff Yanagi
Senior Vice President, Human Resources
I accept the terms of this offer letter and will begin work at Pegasystems on October 7, 2013.
/s/ Rafeal E. Brown 28 August 2013
Rafe Brown Date
web
www.pega.comphone
(1) 617.374.9600fax
(1) 617.374.9620
PEGA NEWS
[Pega Logo]Pegasystems Appoints Rafe Brown Chief Financial Officer
and Chief Administrative Officer
CAMBRIDGE, Mass. - September 3, 2013
- Pegasystems Inc. (NASDAQ: PEGA), the leader in Business Process Management (BPM) and a leading provider of Customer Relationship Management (CRM) solutions, today announced that the company has appointed Rafeal E. Brown, age 45, to the positions of Chief Financial Officer, Chief Administrative Officer, and Senior Vice President. Mr. Brown will lead Pegasystems' Finance, Legal, IT, and Facilities operations.Mr. Brown is a finance veteran with over 20-years experience. He was previously a Senior Vice President in the finance group at Salesforce.com, a leading provider of cloud computing software applications. Over the course of his nine years with Salesforce.com, Mr. Brown led the treasury and tax functions, real estate, and collections teams. Prior to Salesforce, he worked at Cisco Systems, a leading provider of networking technologies. Mr. Brown began his career with Arthur Andersen in 1991.
Mr. Brown is a certified public accountant. He graduated from Southern Utah University with a Bachelor's Degree in accounting and earned a Master's Degree in accounting from Brigham Young University. Mr. Brown will assume his duties at Pegasystems in early October.
"Rafe's extensive experience applying financial insight into operations will be a tremendous asset to Pegasystems as we continue to build a growth culture across our company," said Alan Trefler, Pegasystems Founder and CEO. "Our leadership team will especially benefit from his proven ability to help manage high levels of growth in the technology industry."
"I am excited to join Alan and the Pegasystems team. They have demonstrated a unique commitment to innovation and customer success that are a fantastic foundation for the future," said Rafe Brown. "Pegasystems' market leadership and strong financial outlook are a great combination. I look forward to my role in leveraging financial and administrative functions to contribute to the continued growth and success of the organization."
for Pegasystems Press Releases, Pegasystems Media Coverage and Pegasystems EventsAbout Pegasystems
Pegasystems Build for Change® technology is the heart of better business software. It delivers business agility and empowers leading organizations to rapidly close execution gaps and seize new opportunities. Pegasystems is the recognized leader in business process management and is also ranked as a leader in customer relationship management software by leading industry analysts. For more information, please visit us at
www.pega.com.
Press Contacts:
Brian Callahan Christa Conte
Pegasystems Inc. Hotwire PR
brian.callahan@pega.com christa.conte@hotwirepr.com
(617) 866-6364 (646) 738-8962
Twitter: @pega