8-K

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): November 15, 2004

DDi Corp.

(Exact Name of registrant as specified in its charter)

Delaware	000-30241	06-1576013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 Simon Circle Anaheim, California	92806
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 688-7200

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 1.01. Entry into a Material Definitive Agreement

Effective November 15, 2004, Joseph P. Gisch resigned as the Chief Financial Officer of DDi Corp. (the “Company”). On November 17, 2004, Mr. Gisch entered into a Confidential Severance Agreement and General Release (the “Severance Agreement”) with the Company.

Pursuant to the terms of the Severance Agreement, Mr. Gisch will receive, less applicable withholding taxes: (1) his current monthly salary of through November 15, 2004; and (2) a lump sum payment of the amount owed to Mr. Gisch for accrued but unused vacation. Under the Severance Agreement, Mr. Gisch agreed to a general release of all claims against the Company Further, if Mr. Gisch does not revoke the release provisions of the Severance Agreement, Mr. Gisch will receive, less applicable withholding taxes: (1) a severance payment equal to his base salary for a period of 12 months, payable over a period of 12 months; (2) an amount equal to the bonus, if any, Mr. Gisch would have been entitled to receive for service through December 31, 2004 under the Company’s 2004 Senior Management Bonus Program had he remained an employee and an officer of the Company through December 31, 2004; and (3) insurance coverage through November 15, 2005, substantially similar to that which Mr. Gisch was receiving or entitled to receive immediately prior to November 15, 2004. In addition, if Mr. Gisch does not revoke the release provisions of the Severance Agreement, (1) the Company will accelerate the vesting of the following unvested stock options granted Mr. Gisch under the under the Company’s 2003 Management Equity Incentive Plan, so that all such stock options will vest immediately and become fully exercisable: (a) 23,404 Tranche A1 options (exercise price of $0.49); (b) 23,404 Tranche A2 options (exercise price of $5.00 per share); (c) 23,404 Tranche A3 options (exercise price of $5.75 per share); and (d) 20,060 Tranche A4 options (exercise price of $0.001 per share), and (2) the Company will extend the post-termination exercise period for all unexercised stock options granted to Mr. Gisch so that all such stock options will be exercisable for the period ending November 15, 2007.

Pursuant to the terms of the Severance Agreement, Mr. Gisch will act as a part-time consultant to the Company for a period of six months following his termination date, but will not be required to provide such services for more than 20 hours per week. The consulting services Mr. Gisch will provide will consist of (a) assisting the Company’s management team in guiding the Sarbanes-Oxley Section 404 certification project to completion, including through testing, remediation and issuance of opinion by the Company’s independent registered accountants; (b) otherwise assisting the Company’s new Chief Financial Officer in his transition into the Company; and (c) such additional consulting services as reasonably requested by the Company’s Chief Executive Officer in writing. As compensation for his consulting services, Mr. Gisch will receive $50,000 per month during the term of the consulting arrangement and reimbursement for all reasonable expenses, consistent with the Company’s reimbursement policy and past practices, as approved by the Company’s Chief Executive Officer in connection with the performance of the consulting services.

The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, which is attached as Exhibit 10.1 hereto, and is incorporated herein by reference.

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

(b) Departure of Principal Officer

Effective November 15, 2004, Mr. Gisch resigned as the Chief Financial Officer of the Company.

(c) Appointment of Principal Officer

On November 15, 2004 the Company appointed Mikel H. Williams, age 47, as Chief Financial officer of the Company.

Before joining the Company, Mr. Williams served as President of Constellation Management Group, LLC, where he provided strategic, operational and financial consulting services to companies in the telecom, software and other technology related industries. Prior to that, Mr. Williams served as Chief Operating Officer of LNG Holdings, a European telecommunications company, where he oversaw the restructuring and sale of the business. Prior to that,

Mr. Williams served in executive positions with Global TeleSystems, Inc. and its subsidiaries. Mr. Williams began his career as a certified public accountant in the State of Maryland working as an auditor for PricewaterhouseCoopers. Mr. Williams holds a B.S. in Accounting from the University of Maryland and an M.B.A. from Georgetown University.

Mr. Williams will be paid an annual salary of $325,000, and beginning in 2005 will be eligible to participate in a senior management bonus program under which Mr. Williams may earn up to one-half of his base salary upon the achievement of certain performance objectives. Mr. Williams will be a participant in the Company’s Key Employee Severance Plan, under which he may be eligible for a severance payment of $225,000 plus 12 months’ base salary in the event of termination of his employment without Cause or resignation for Good Reason (each as defined in the Key Employee Severance Plan). The Company granted Mr. Williams 250,000 Tranche B stock options under the Company’s 2003 Management Equity Incentive Plan (the “Incentive Plan”) at an exercise price of $3.88 per share, the fair market value of a share of the Company’s common stock as defined in the Incentive Plan. The Company will also reimburse Mr. Williams for certain relocation expenses. Mr. Williams’ employment is “at will” and may be terminated any time for any reason with or without notice. Mr. Williams will not have a written employment agreement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Severance Agreement and General Release dated November 17, 2004 between DDi Corp. and Joseph P. Gisch.
10.2	Employment Letter dated November 1, 2004 between DDi Corp. and Mikel Williams.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, DDi Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DDi CORP.
Date: November 19, 2004	By:	/S/ TIMOTHY J. DONNELLY
		Timothy J. Donnelly
		Vice President and General Counsel

EX-10.1

Exhibit 10.1

CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE

DDi Corp. (“DDi”) and Joseph P. Gisch (“Employee”) hereby agree to end the employment relationship between the Employee and DDi and each of its subsidiaries and affiliated companies (all referred to here as the “Company”) on the following basis:

1. Employee’s employment with the Company will end at 1:00 pm PDT on November 15, 2004 (the “Termination Date”). Effective on the Termination Date, Employee resigns from all positions as an officer and employee of the Company.

2. On the Termination Date, Employee will be paid his regular base salary through that date, and for any earned but unused vacation days. Employee will cooperate fully with an amicable and professional transition of accounts and/or responsibilities. In addition, Employee will return to the Company all files, records, credit cards, keys, equipment, and any other Company property or documents maintained by him for the Company’s use or benefit.

3. Employee represents that he is signing this Agreement voluntarily and with a full understanding of and agreement with its terms, for the purpose of receiving special pay from the Company beyond that provided by normal Company policy.

4. In consideration for and in reliance on Employee’s promises and releases in this Agreement, and upon the effectiveness of this Agreement in accordance with Paragraph 11 hereof, Employee will be entitled to the following benefits:

a. The Company will pay Employee $305,000 (the “Severance Amount”), which is equal to his base salary for a period of 12 months. The Severance Amount will be subject to payroll and withholding taxes according to the Company’s normal payroll practices and will be payable in equal installments on normal payroll dates over the course of the 12 month period following the Effective Date (as defined below) (the “Severance Period”), provided that the first payment will be made within two weeks after the Effective Date.

b. The Employee shall be entitled to receive an amount equal to the bonus, if any, the Employee would have been entitled to receive for service through December 31, 2004 under the Company’s 2004 Senior Management Bonus Program had the Employee remained an employee and an officer of the Company through December 31, 2004.

c. For the duration of the Severance Period, the Company will make COBRA payments on behalf of Employee in connection with medical coverage under the Company’s group medical insurance (it being understood that the Company may change the terms of its medical insurance plans in its discretion).

d. The Company will accelerate the vesting of 43,750 shares of currently unvested restricted stock issued to Employee under the DDi Corp. 2003 Management Equity Incentive Plan (the “Plan”), so that all such shares be fully vested on the Effective Date.

e. The Company will accelerate the vesting of the following unvested stock options granted to Employee under the Plan, so that all such stock options will vest and become fully exercisable on the Effective Date: (a) 23,404 Tranche A1 options (exercise price of $0.49); (b) 23,404 Tranche A2 options (exercise price of $5.00 per share); (c) 23,404 Tranche A3 options (exercise price of $5.75 per share); and (d) 20,060 Tranche A4 options (exercise price of $0.001 per share).

f. The Company will extend the post-termination exercise period for all unexercised stock options granted to Employee under the Plan so that all such stock options will be exercisable for the period ending three years following the Termination Date.

Employee agrees that he is not entitled to receive, and will not claim, any right, benefit, or compensation other than what is expressly set forth in this Agreement, and hereby expressly waives any claim to any compensation, benefit, or payment which is not expressly referenced in this Agreement.

5. Employee agrees to provide consulting services (“Consulting Services”) to the Company for a period of six (6) months beginning on the Termination Date (the “Consulting Term”). Such Consulting Services will consist of (a) assisting the Company’s management team in guiding the Sarbanes-Oxley Section 404 certification project to completion, including through testing, remediation and issuance of opinion by the PricewaterhouseCoopers, LLP audit team; (b) otherwise assisting the Company’s Chief Financial Officer in his transition into the Company; and (c) such additional consulting services as reasonably requested by the Company’s Chief Executive Officer in writing. Employee will commit up to 20 hours per week and be willing to travel during Consulting Term.

In consideration for such Consulting Services, the Company shall provide Employee from the Termination Date and continuing during the Consulting Term:

a. a consulting fee of $50,000 per month over the Consulting Period for providing the Consulting Services to the Company; and

b. Reimbursement for all reasonable expenses, consistent with the Company’s reimbursement policy and past practices, as approved by the Company’s Chief Executive Officer in connection with the performance of the Consulting Services.

6. In exchange for the special pay provided in Paragraph 4, Employee promises

a. to keep this Agreement and its contents in complete confidence and not to disclose the fact or terms of this Agreement or the fact or amount of the special payment(s) to any person, including any past, present, or prospective employee of the Company;

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b. not to disparage the Company or its products, services, or management;

c. not to use or disclose any confidential information, trade secrets, or financial, personnel, or client information which he learned while employed by the Company;

d. for a period of twelve (12) months after this Agreement is signed, not to solicit or participate in or assist in any way in the solicitation of any Company employee to begin an employment or consulting relationship with any other employer; and

e. for a period of twelve (12) months after this Agreement is signed, not to solicit or participate in or assist in any way in the solicitation of the customers of the Company to cease or decrease doing business with the Company or for the customers to begin doing business with any competitor of the Company. This promise does not prevent Employee from going to work for a competitor of the Company as long as he does not violate any of his promises with respect to Company information, property and/or trade secrets.

7. Employee does hereby, for himself and his heirs, successors and assigns, release, acquit and forever discharge DDi, its subsidiaries and affiliated companies, and their respective officers, directors, managers, employees, representatives, agents, related entities, successors, and assigns (the “Released Parties”), of and from any and all claims, actions, charges, complaints, causes of action, rights, demands, debts, damages, or accountings of whatever nature, known or unknown, which he or his heirs may have against such persons or entities based on any actions or events which occurred prior to his Termination Date, including but not limited to those related to, or arising from, Employee’s employment with the Company or the ending thereof; provided, however, that notwithstanding anything to the contrary in the foregoing, this release shall not relieve DDi from its obligation to indemnify and hold harmless Employee pursuant to the provisions of Article IX of DDi’s Certificate of Incorporation (as amended) including, without limitation, in connection with the securities action captioned Raymond Ferrari, et al. v. Joseph P. Gisch, et al., currently pending in the United States District Court for the Central District of California, CV-03-7063. This release includes any and all claims for violation of any law prohibiting discrimination; claims for violation of any law governing payment of wages, including commissions; tort claims; and claims for breach of any express or implied contract or covenant.

In exchange for material portions of the special payment(s) provided in Paragraph 4 and in accordance with the Older Workers Benefit Protection Act, Employee hereby knowingly and voluntarily waives and releases all rights and claims, known and unknown, arising under the Age Discrimination In Employment Act of 1967, as amended, which he might otherwise have had against any of the Released Parties based on any act or omission which occurred on or before the date this Agreement is signed by Employee.

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8. It is further understood and agreed that as a condition of this Agreement, Employee is waiving any rights he might have under Section 1542 of the Civil Code of the State of California, which reads as follows:

“A General Release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor.”

9. This Agreement contains all of the terms, promises, representations, and understandings made between the parties and supersedes any previous representations, understandings, or agreements, except for any agreement by Employee regarding confidentiality and/or protection of Company information, property, or trade secrets, which agreement(s) shall continue in full force and effect. This Agreement may not be changed or modified in any way, except in a writing signed by an authorized representative of the Company and Employee.

10. Employee understands that he is waiving legal rights by signing this Agreement, and has consulted with an attorney and/or other persons to the full extent he wanted to do so before signing this Agreement.

11. Employee is hereby advised that he (a) may consult with an attorney prior to signing this Agreement, and (b) has 21 days in which to consider and accept this Agreement by signing this Agreement, which should then be promptly returned to the Company’s General Counsel at the Company. In addition, Employee is advised that he has a period of 7 days following his signing of this Agreement in which he may revoke the Agreement. If Employee timely revokes this Agreement, he will not receive the special pay under Paragraph 4. If Employee does not advise the Company (by a writing received by the Company’s General Counsel at the Company within such 7-day period) of his intent to revoke the Agreement, the Agreement will become effective and enforceable upon the expiration of the 7 days (“Effective Date”).

12. This Agreement will be interpreted, enforced and governed by and under the laws of the State of California. Any dispute regarding the validity or terms of this Agreement or any aspects of Employee’s employment with the Company, including termination, or any other dispute between these parties shall be resolved by an arbitrator selected in accordance with the employment arbitration rules of the Judicial Arbitration and Mediation Services (“JAMS”), or such other arbitration service to which Employee and Company may agree, as the exclusive remedy for any such dispute, and in lieu of any court action, which is hereby waived. The only exception to this promise to arbitrate is a claim by either party for injunctive relief pending arbitration. The arbitration will be held in the city in which Employee last worked, unless the parties agree otherwise.

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13. This Confidential Severance Agreement and General Release is signed this 17 day of November, 2004.

“Employee”	/S/ JOSEPH P. GISCH
	JOSEPH P. GISCH
“Company”	DDi CORP.
	By:	/s/ TIMOTHY J. DONNELLY
	Name:	Timothy J. Donnelly
	Title:	V.P. & General Counsel

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EX-10.2

Exhibit 10.2

November 1, 2004

Mr. Mikel Williams

9630 Eagle Ridge Drive

Bethesda, MD 20817

Dear Mikel,

On behalf of DDi Corp. (“DDi” or the “Company”), subject to the provisions set forth below, I am pleased to offer you the position of Chief Financial Officer (“CFO”) of DDi. This terms of this offer are subject to approval of both the DDi Board of Directors (the “Board”) and the Compensation Committee of the Board, which bodies are meeting on November 3 – 4, 2004 to consider approval of this offer. Pending approval by the Board and the Committee, you will be employed as Senior Financial Advisor to the CEO commencing on November 1, 2004 and will receive a base salary at the rate specified below (under “Salary”), but no other form of compensation. It is anticipated that appointment to the position of CFO will be effective at close of market on November 15, 2004. As CFO, you will report to the Chief Executive Officer. Compensation for the position of CFO is as follows:

Salary:	earned daily and paid weekly (totaling $6,250.00 per week), which annualized equals $325,000, subject to standard payroll deductions.
Performance Bonus:	beginning for the year 2005, and for each year thereafter, you will participate in a senior management bonus program under which you may be eligible to earn up to one-half of your base salary upon the achievement of certain performance objectives, which have yet to be defined; provided, however, that for 2005, one half of that bonus will be paid to you not later than June 30, 2005, notwithstanding the achievement of those performance objectives. The annual bonus will be earned daily and paid out according to the terms of the bonus program that are to be determined. In the event that the year’s employment is for less than the full annual bonus term, then the prorated bonus for that period shall be paid as timely as possible after the termination of employment.
Relocation Expenses:	the Company will reimburse out-of-pocket expenses incurred by you in connection with your relocation from Bethesda, Maryland to Orange County, California in an amount not to exceed, in the aggregate, $50,000 upon presentation of reasonable documentation evidencing such expenses. In addition, the Company will pay closing and other transaction costs relating to the sale of your current residence in Maryland in an amount

	equal to $35,000. Further, during the period in which you are commuting between Maryland and California, the Company will bear the cost of i) a furnished apartment in the Anaheim, California, ii) air and ground transportation costs for your travel between Maryland and California, iii) two round-trip airfares for your spouse to make househunting trips to California; and iv) airfare to enable your family to move to California. The timing of the relocation is to be at your sole discretion.
Severance Plan	You will be a participant in the DDi Corp. Key Employee Severance Plan (“KERP Plan”) under which, subject to the terms of that plan, you will be entitled to receive payment of the sum of 12 months’ base salary plus $225,000 in the event of termination of your employment without Cause or resignation for Good Reason during the period commencing on the date of your appointment to the position of CFO and ending December 19, 2006, unless the current plan expires and/or is succeeded by a plan of equal or greater benefits
	Options        On your start date, you will be awarded options in the Company’s common stock pursuant to the terms of the 2003 Management Equity Incentive Plan (“MEIP”) as follows:
	Type	Number of options	Strike Price
	Tranche B options	250,000	Fair Market Value (as defined in the MEIP) at date of grant.

As a member of the DDi senior management team, you are eligible to participate in the comprehensive benefit plans offered by the Company for employees at a similar level. These benefits currently include health, dental, and life insurance that are paid for by the Company. You may also participate in the Company’s 401K plan and will receive a car allowance in the amount of $500 per month. You will be reimbursed for expenses properly incurred and for the benefit of DDI in accordance with the normal practices of DDi’s employee expense reimbursement policies.

As an employee of DDi you will be expected to abide by the Company rules and regulations. If you have not already done so, you will be required to sign and comply with the Employee Confidentiality and Invention Agreement, which requires, among other things, assignment of patent rights to any invention made during your employment with DDi and nondisclosure of proprietary information. In order to ensure that the rights of your former employers are not violated, you agree that you will not bring with you to DDi or use at DDi any of your former employers’ trade secrets or proprietary information or property (including, databases and customer lists). Further, you agree that you will not be violating any non-competition agreement or other contractual restriction on your employment from a prior employer. Also, you agree that during the period of your employment with DDi, you will not, without the express written consent of DDi, engage in any employment or business activity other than for DDi. In addition, as a condition to your employment with the Company, you will be required to provide us with proof of your right to work in the United States within three days after reporting for work.

Dynamic Details Incorporated, 1220 Simon Circle, Anaheim, California 92806

714/688-7200 Direct, 714/688-7640 Facsimile

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As is customary with DDi employees, you will not have an employment agreement with DDi. Rather, either you or DDi may terminate your employment at any time and for any reason whatsoever with or without notice. We do request that in the event of a resignation, you give the Company at least two weeks’ notice. Your employment will be “at will”. This letter constitutes the entire agreement between DDi and you with respect to the terms of your offer of employment, supersedes all prior written and oral communication with you on the subject, and can only be modified by written agreement signed and delivered by the Chief Executive Officer of DDi or his delegate.

If these terms meet with your approval, please place your signature, the date and your start date below and return an executed original to me at your earliest convenience.

Sincerely,

/S/ BRUCE MCMASTER

Bruce McMaster

Chief Executive Officer

DDi Corp.

Acknowledgement

I hereby agree to the terms of my employment with DDi as set forth above; understand that the foregoing is subject, among other things, to Board and Compensation Committee approval; acknowledge that my employment with DDi is “at will”; and understand that these terms cannot be altered other than by an express writing signed by the Chief Executive Officer of DDi:

/S/ MIKEL WILLIAMS	11/17/2004
Mikel Williams	Date

Dynamic Details Incorporated, 1220 Simon Circle, Anaheim, California 92806

714/688-7200 Direct, 714/688-7640 Facsimile

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