-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SzLa2sKN+h/EI62riT2bOwmCA+xzIyCTt25TBowC4yspMr/AU20o2Jmtd3r/Mk+d XVuH5qmUdQYMqXrglcUKLg== 0001193125-10-040914.txt : 20100225 0001193125-10-040914.hdr.sgml : 20100225 20100225171645 ACCESSION NUMBER: 0001193125-10-040914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100220 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALARY. COM, INC. CENTRAL INDEX KEY: 0001105360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33312 FILM NUMBER: 10634644 BUSINESS ADDRESS: STREET 1: 160 GOULD STREET CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-464-7300 MAIL ADDRESS: STREET 1: 160 GOULD STREET CITY: NEEDHAM STATE: MA ZIP: 02494 FORMER COMPANY: FORMER CONFORMED NAME: SALARY.COM, INC DATE OF NAME CHANGE: 20061113 FORMER COMPANY: FORMER CONFORMED NAME: SALARY COM INC DATE OF NAME CHANGE: 20000204 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): February 20, 2010

 

 

SALARY.COM, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State of incorporation or organization)

 

001-33312   04-3465241
(Commission file number)   (I.R.S. employer identification no.)

160 Gould Street, Needham, Massachusetts 02494

(Address of Principal Executive Offices) (Zip code)

Registrant’s telephone number, including area code: (781) 851-8000

 

 

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c), (e)

Effective February 20, 2010, Kent Plunkett resigned as the President and Chief Executive Officer of Salary.com, Inc. (the “Company”). Mr. Plunkett will continue to serve as a director of the Company and the Chairman of the Company’s Board of Directors. There were no known disagreements with Mr. Plunkett on any matters relating to the Company’s operations, policies or practices.

In connection with the resignation of Mr. Plunkett, on February 21, 2010, the Company entered into a Separation Agreement with Mr. Plunkett. The agreement will become effective on February 28, 2010, unless previously revoked by Mr. Plunkett. Under the agreement, Mr. Plunkett will receive $925,000 in severance benefits, one-third of which will be paid in August 2010 and the remainder of which will be paid in 12 equal monthly installments through August 2011. In addition, Mr. Plunkett will receive $148,000 on the effective date of the agreement as a bonus in respect of fiscal 2010. On the effective date, the Company will also accelerate in full the vesting of all outstanding stock options, restricted stock unit awards and any other equity awards held by Mr. Plunkett. In addition, the Company will reimburse Mr. Plunkett for the reasonable expenses he incurred in connection with entering into the Separation Agreement. Under the Separation Agreement, Mr. Plunkett agreed to extend certain non-competition obligations through February 2013.

The foregoing summary of the Separation Agreement with Mr. Plunkett is qualified in its entirety by reference to the full text of the Separation Agreement dated February 21, 2010 between the Company and Mr. Plunkett, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

The Company’s Board of Directors appointed Paul Daoust to serve as the President and Chief Executive Officer of the Company on an interim basis effective February 20, 2010. Mr. Daoust will hold such offices until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Daoust will continue to serve as a member of the Company’s Board of Directors; however, in connection with his appointment as an officer of the Company, he resigned as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

Paul Daoust has served on the Company’s board of directors since November 2006. Since December 2008, Mr. Daoust has served as non-executive chairman of the board of HighRoads, Inc., a privately-held technology-enabled services company that automates the supplier management lifecycle for the human resources function of Fortune 500 companies. From February 2005 until December 2008, Mr. Daoust served as the chairman and chief executive officer of HighRoads. From August 2003 to January 2005, Mr. Daoust was President of Daoust Consulting, LLC, a provider of management consulting services to early- and mid-stage companies. From October 2000 to July 2003, Mr. Daoust was chairman of the board and chief executive officer of GRX Technologies, Inc., a privately-held software company focused on supply chain management for the commercial insurance industry. Mr. Daoust also served as executive vice president and chief operating officer of Watson Wyatt Worldwide, one of the world’s largest human resource consulting firms, from June 1993 to June 1998. He worked for Watson Wyatt for over 28 years and served on their board of directors for nine years. He currently serves on the advisory boards of Brodeur Worldwide (part of the Omnicom Group) and LaborMetrix, Inc. Mr. Daoust is 62 years old and holds a B.A. in Mathematics from Boston College and a Masters of Actuarial Science with distinction from the University of Michigan and he is a Fellow of the Society of Actuaries.

Mr. Daoust is not party to any related person transactions within the meaning of Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission. The Company is not aware of any arrangement or understanding between Mr. Daoust and any other person pursuant to which Mr. Daoust was or is to be selected as an officer of the Company. The Company is currently working with Mr. Daoust to determine his compensation and will separately disclose any material plan, contract or arrangement between the Company and Mr. Daoust within four business days after entering into any such plan, contract or arrangement.

 

Item 7.01 Regulation FD Disclosure

On February 22, 2010, the Company issued a press release regarding Mr. Plunkett’s resignation and Mr. Daoust’s appointment as interim President and Chief Financial Officer. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information under this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    Separation Agreement between Salary.com, Inc. and G. Kent Plunkett dated February 21, 2010
99.1    Press release dated February 22, 2010 of Salary.com, Inc.


SIGNATURE

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.

 

  SALARY.COM, INC.
Date: February 25, 2010   By:   /S/    BRYCE CHICOYNE        
    Bryce Chicoyne
    Senior Vice President and Chief Financial Officer
EX-10.1 2 dex101.htm SEPARATION AGREEMENT Separation Agreement

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement is made between G. Kent Plunkett (“Executive”) and Salary.com, Inc. (the “Company,” and, together with Executive, the “Parties”).

WHEREAS, the Executive has served as the Company’s President and Chief Executive Officer;

WHEREAS, the Executive is resigning from his position as President and Chief Executive Officer effective February 20, 2010;

WHEREAS, the Parties entered into an Amended and Restated Employment Agreement as of the 30th day of December 2008, which amended and restated any prior employment agreements into which the Parties may previously have entered (the “Employment Agreement”);

WHEREAS, notwithstanding any contrary provisions contained in the Employment Agreement, the Company has agreed to provide Executive with certain termination payments and benefits provided that, among other things, the Executive enters into a separation agreement which includes a general release of claims in favor of the Company and related entities and persons and other employment termination-related provisions;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Resignation of Employment.

The Executive is resigning from his employment and as President and Chief Executive Officer effective February 20, 2010 (the “Resignation Date”). The Executive confirms that he is resigning from any and all other positions that he holds with the Company or any of its affiliates as an officer or otherwise effective on the Resignation Date, except that the Executive is not resigning from his position as Chairman of the Board of Directors and he shall continue to serve on the Company’s Board of Directors following the Resignation Date.

 

2. Non-Contingent Payments and Benefits.

 

  (a) Payments to Executive.

Regardless of whether the Executive enters into this Agreement, no later than 30 days from the Resignation Date, the Company shall pay to the Executive: (i) any earned but unpaid base salary through the Resignation Date, (ii) any unpaid expense reimbursements for expenses incurred through the Resignation Date for which acceptable documentation previously has been submitted and/or is submitted within two weeks of the Resignation Date, (iii) 10 days of accrued but unused vacation pay, and (iv) any vested benefits the Executive may have under any employee benefit plan of the Company as of the Resignation Date, consistent with plan terms.


  (b) Continued Health Benefit Participation under COBRA.

Subject to the Executive’s election to continue health benefits and continued eligibility under the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Executive and his eligible dependents shall continue to participate in the Company’s group health, dental and vision program for up to 18 months after the Resignation Date. The Executive will be responsible for the payment of any applicable premiums associated with this coverage.

 

  (c) Other Benefits.

The Executive acknowledges that his eligibility to participate in the Company’s employee benefit plans and programs (other than its health benefit plan as discussed in Section 2(b) above) ceases on the Resignation Date in accordance with the terms and conditions of each of those benefit plans and programs. The Executive’s rights to benefits, if any, are governed by the terms and conditions of those benefit plans and programs.

 

3. Termination Benefits.

Provided that this Agreement has become effective in accordance with the terms of Section 11, below, the Company shall provide the following pay and benefits to the Executive:

 

  (a) Severance Amount.

Subject to the Executive’s continued compliance with his Restrictive Covenants obligations under Section 7 of this Agreement, the Company shall pay the Executive the gross amount of $925,000, less applicable deductions and withholdings as required by law (the “Severance Amount”), to be paid in eighteen equal monthly installments with the first such installment to be made on the first business day that occurs no less than six months and 1 day after the Resignation Date, subject to Section 4, below, and containing the amounts that would have been paid during such six-month-and-one-day period if the installments had commenced on the Resignation Date. Each remaining installment shall contain one-eighteenth of the Severance Amount.

 

  (b) Bonus Payment

Upon the Effective Date of the Agreement, as that term is defined in Section 11, below, the Company will pay the Executive a bonus in the gross amount of $148,000, less applicable deductions and withholdings, which shall constitute the Executive’s remaining bonus payment for fiscal year 2010, and which reflects a deduction for amounts previously paid to the Executive during his employment.

 

  (c) Accelerated Stock Vesting.

Upon the Effective Date of this Agreement, any and all portions of the outstanding equity grants made to the Executive during his employment with the Company (which include the stock options and restricted stock unit grants made pursuant to the relevant agreements) that have not yet vested, shall immediately accelerate and shall be considered fully vested, such that all options

 

2


held by the Executive shall be fully exercisable by the Executive as of the Effective Date, and all outstanding restricted stock units shall be immediately settled for shares of the Company’s common stock which shall be owned and non-forfeitable by the Executive as of the Effective Date; provided that, the minimum tax withholding liability incurred by or imposed on the Executive as a result of such acceleration of vesting and/or settlement shall be settled by the Company via a net issuance of shares to the extent permitted by law.

 

  (d) Payment of Attorneys’ Fees.

The Company will reimburse the Executive for the reasonable documented attorneys fees incurred by the Executive pursuant to Section 3(c)(ii) of the Employment Agreement, as well as any reasonable documented attorneys’ fees incurred in the preparation and negotiation of this Separation Agreement, through the date of Executive’s execution of this Agreement, such payment to be made to the Executive no later than thirty (30) days after the presentation by the Executive to the Company of reasonable documentation of the fees actually incurred.

 

4. Section 409A.

The Company has determined that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code (the “Code”). Accordingly, the Severance Amount referenced in Section 3(a) above shall not be payable until the date that is the earlier of (a) six months and one day after the Resignation Date, or (b) the Executive’s death, as provided in Section 3(a).

 

5. Tax Treatment.

The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith determines that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

 

6. Release of Claims.

Executive irrevocably and unconditionally releases and forever discharges the Company, all of its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, employees, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when Executive signs this Agreement, he has, ever had, now claims to have or ever claimed to have had against any or all of the Company Releasees. This release includes, without implication of limitation, the complete release of all Claims of or for: breach of express or implied contract (including, but not limited to the Employment Agreement); wrongful termination of employment, whether in contract or tort;

 

3


intentional, reckless, or negligent infliction of emotional distress; breach of any express or implied covenant of employment, including the covenant of good faith and fair dealing; interference with contractual or advantageous relations, whether prospective or existing; deceit or misrepresentation; discrimination or retaliation under state, federal, or municipal law, including, without implication of limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and Chapter 151B of the Massachusetts General Laws (Unlawful Discrimination); defamation or damage to reputation; reinstatement; punitive or emotional distress damages; wages, severance pay, vacation pay, back or front pay or other forms of compensation; and attorney’s fees and costs. Executive understands that this general release of Claims extends to any and all claims related to Executive’s employment by the Company and the termination of his employment; provided that nothing in this Section 6 shall be understood to constitute a release by the Executive of his rights, if any, under (a) the Company’s employee benefit plans, (b) this Agreement, (c) the Indemnification Agreement, as (i) defined in the Employment Agreement or (ii) in the form contemplated by the Employment Agreement and which will, if not already executed, be executed within 24 hours of the execution of this Agreement (in either case, the “Indemnification Agreement”), (d) the Domain Transfer and Assignment Agreement (as defined in the Employment Agreement), (e) any directors & officers insurance policies, or (f) any rights of contribution from the Company or any Company Releasees arising under applicable law where Executive, on the one hand, and the Company or any Company Releasees, on the other hand are held jointly liable.

Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Agreement.

 

7. Restrictive Covenants.

Executive hereby reaffirms his post-employment obligations pursuant to Section 7 of the Employment Agreement which are incorporated herein by reference. The Executive further agrees that, for the twenty-four (24) month period that follows the Restricted Period, as that term is defined in Section 7(d) of the Employment Agreement, the Executive will not, directly, whether as owner, partner, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or manage any business or business unit anywhere in the world which develops or produces products or services that directly compete with the Company’s CompAnalyst® software; provided that, nothing contained herein will prevent the Executive from being employed by a parent, subsidiary, division, affiliate or unit (each, a “Unit”) of a business that develops or produces products or services that directly compete with the Company’s CompAnalyst® software, but only if (a) that Unit and the Executive are not engaged in developing, designing, producing, marketing, selling or assisting in any way with a product that competes with the CompAnalyst® software, and (b) before becoming affiliated with such a Unit, Executive first notifies the Company of the opportunity and will take such steps as the Company reasonably directs to ensure that sufficient safeguards are taken to protect the Company’s goodwill and Confidential Information, as that term is defined in the Employment Agreement. The Executive’s obligations under Section 7 of the Employment Agreement together with the additional restriction contained in this Section 7 are collectively referred to herein as the “Restrictive Covenants.”

 

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8. Return of Property.

Executive agrees that, within five (5) days of the Resignation Date, he will return all Company property that is in his possession, custody or control, including, without limitation, computer equipment, software, cellular telephones, keys, access cards and credit cards; provided that the Executive shall be allowed to retain (a) one (1) laptop computer, which the Executive shall first return to the Company no later than five (5) days after the Resignation Date so that any Company information may be deleted therefore, and which shall thereafter be returned to the Executive, and (b) a cellular phone/blackberry device (which the Executive may keep in his capacity as a director) and the Company shall continue to pay for the Executive’s use of this cellular phone to the same extent as it does for other Board members.

 

9. Non-Disparagement.

Executive will refrain from making any disparaging statements, that adversely affect the reputation or goodwill of the Company Releasees. The non-disparagement obligation shall not in any way affect the obligations of the Executive to testify truthfully in any legal proceeding or to discharge his fiduciary duties as a member of the Company’s Board of Directors.

 

10. Termination or Suspension of Payments of Severance Amount.

Executive acknowledges that his right to the Severance Amount is conditional on his compliance with the terms of the Restrictive Covenants defined in Section 7, above. In the event that Executive fails to comply with any of the terms of Section 7, above, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate or suspend payment of the Severance Amount. The termination or suspension of those payments in the event of such breach by the Executive shall not affect the ongoing applicability of the terms of Section 7, above.

 

11. Time for Consideration; Effective Date.

Executive acknowledges that he has been advised to consult with an attorney before signing this Agreement. Executive has the opportunity to consider this Agreement for twenty-one (21) days before signing it. To accept this Agreement, he must return a signed original of this Agreement so that it is received by the Company at or before the expiration of this twenty-one (21) day period. If Executive signs this Agreement within fewer than twenty-one (21) days of the date of its delivery to him, Executive acknowledges by signing this Agreement that such decision was entirely voluntary and that he had the opportunity to consider this Agreement for the entire twenty-one (21) day period. Executive acknowledges and agrees that any changes or modifications to this Agreement shall not restart or in any way affect the original twenty-one (21) day consideration period. For a period of seven (7) days from the day of his execution of this Agreement, Executive shall retain the right to revoke this Agreement by written notice that must be received by the Company before the end of such revocation period. This Agreement shall become effective on the business day immediately following the expiration of the revocation period (the “Effective Date”), provided that Executive does not revoke this Agreement during the revocation period. Executive acknowledges that he has not been induced to sign this Agreement by any representations of the Company other than those set forth in this Agreement.

 

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12. Enforceability.

Executive acknowledges that, if any portion or provision of this Agreement or the Restrictive Covenants, as amended hereby (including, without limitation, any portion or provision of any section of those agreements) shall to any extent be declared illegal or unenforceable by any arbitrator or a court of competent jurisdiction, then the remainder, other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

 

13. Entire Agreement.

This Agreement along with (a) the Restrictive Covenants, (b) the Indemnification Agreement, (c) the Domain Transfer and Assignment Agreement (as defined in the Employment Agreement, and (d) any and all agreements concerning or related to equity grants made to the Executive as referenced in Section 3(c) above, constitute the entire agreement between Executive and the Company concerning Executive’s relationship with the Company, and supersedes and replaces any and all prior agreements and understandings between the Parties concerning the Executive’s relationship with the Company including, but not limited to the Employment Agreement.

 

14. Enforcement.

The Company and the Executive intend to and hereby confer jurisdiction to enforce this Agreement upon the state and federal courts within the Commonwealth of Massachusetts. Accordingly, with respect to any permitted court action, the Parties (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by notice in accordance with Section 17 below; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

 

15. Waiver.

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

 

16. Governing Law; Interpretation.

This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either Party or the “drafter” of all or any portion of this Agreement.

 

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17. Notices.

Any notices, requests, demands or other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board. Any notice so sent shall be deemed to be given upon receipt.

 

18. Assignment; Successors and Assigns, etc.

Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Agreement without the consent of the Executive in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

 

19. Amendment.

This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

 

20. Counterparts.

This Agreement may be executed in any number of counterparts, including by facsimile or pdf, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the date(s) indicated below.

 

Salary.com, Inc.    
By:  

/s/ Edward F. McCauley

    February 21, 2010
      Date

 

7


I HAVE READ THIS AGREEMENT THOROUGHLY, UNDERSTAND ITS TERMS AND HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY. I UNDERSTAND THAT THIS AGREEMENT IS A LEGAL DOCUMENT.

 

/s/ G. Kent Plunkett

    February 21, 2010
G. Kent Plunkett     Date

 

8

EX-99.1 3 dex991.htm PRESS RELEASE Press release

Exhibit 99.1

LOGO

Salary.com Announces CEO Transition

NEEDHAM, Mass. – February 22, 2010 – Salary.com, Inc. (NASDAQ: SLRY), a leading provider of on-demand talent management, payroll, and compensation solutions, today announced that Kent Plunkett has announced his resignation as chief executive officer, effective immediately. Mr. Plunkett will continue to serve as chairman of the board. Salary.com also announced that its board of directors has appointed Paul R. Daoust as interim chief executive officer while it conducts a formal search for a permanent chief executive officer.

Kent Plunkett stated, “I am incredibly proud of what the people who built Salary.com have achieved since we founded the company over 10 years ago. Salary.com is recognized as the global leader in compensation management data and software, and our emerging suite of SaaS-based human capital management solutions is in a strong competitive position. We have recorded 35 consecutive quarters of revenue growth and I remain optimistic about the company’s long term growth potential.” Plunkett added, “It is time for me to step aside and provide the opportunity for fresh leadership to serve Salary.com’s amazing customers and employees. I am highly confident in Paul’s leadership of the company’s executive transition plan and believe that Salary.com has a very strong foundation for our next chief executive to grow the company to the next level.”

Paul Daoust is a recognized leader in the human resources industry with over forty years of operating experience, and he has been a member of the Salary.com board of directors since 2006. Daoust previously spent 28 years with Watson Wyatt Worldwide, one of the world’s largest human resource consulting firms. For five of those years, Daoust served as chief operating officer and contributed to the doubling of Watson Wyatt’s revenue and a tripling of its profits. After his career at Watson Wyatt, Daoust served as chief executive officer of HighRoads, Inc., a privately-held, technology-enabled solutions company providing benefits lifecycle management. After four years as chief executive officer, Daoust transitioned to non-executive chairman in 2005 and he continues to serve HighRoads in that role. Daoust also currently serves on various boards in the human capital industry.

Robert Trevisani, Salary.com’s lead director stated, “The board of directors would like to thank Kent for his lifetime worth of contributions to Salary.com. His passion and dedication have helped the company evolve into a market leader in on-demand Human Resource solutions. The Board is confident that with Paul joining as interim chief executive officer, Salary.com has the leadership in place that will enable the company to continue prospering while it searches for its next permanent chief executive officer.”

About Salary.com, Inc.

Salary.com™ is a leading provider of on-demand talent management, payroll, and compensation solutions helping businesses and individuals manage pay and performance. Salary.com’s highly configurable software applications, proprietary data and consulting services help HR and compensation professionals automate, streamline and optimize critical talent management processes including: payroll, benefits, HR administration, market pricing, compensation planning, performance management, competency management, learning and development, and succession planning. Built with compensation and competency data at the core, Salary.com solutions provide businesses of all sizes with the most productive and cost-effective way to manage and inspire their most important asset — their people. For more information, visit www.salary.com.

SLRY-F

SOURCE: Salary.com


Company Contact:

Bryce Chicoyne

Salary.com

(781) 851-8000

Investor Contact:

Garo Toomajanian

ICR, LLC

(781) 851-8540

ir@salary.com

Safe Harbor Statement

This release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These are statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “may,” “will,” “expects,” “projects,” “anticipates,” “estimates,” “believes,” “intends,” “plans,” “should,” “seeks,” and similar expressions. This press release contains forward-looking statements relating to, among other things, Salary.com’s expectations and assumptions concerning future performance and growth, including expectations of financial performance. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. The risks and uncertainties referred to above include, but are not limited to, the continued impact of the recent global economic recession and uncertainty in the information technology spending environment, risks associated with possible fluctuations in our operating results and rate of growth, integration and performance of acquired businesses, our history of operating losses, our ability to successfully execute the transition of our CEO, the possibility that we will not achieve GAAP profitability or our expectations for Non-GAAP net loss, our ability to maintain and expand our customer base and product and service offerings, interruptions or delays in our service or our Web hosting, our business model, our ability to continue to obtain compensation data, breach of our security measures, the emerging market in which we operate, our ability to hire, retain and motivate our employees and manage our growth, our ability to generate additional revenues from our investments in sales and marketing, competition, our ability to continue to release and gain customer acceptance of new and improved versions of our service, successful customer deployment and utilization of our services, our ability to effectively protect our intellectual property and not infringe on the intellectual property of others, fluctuations in the number of shares outstanding and general economic factors, as well as those risks and uncertainties described in Salary.com’s filings with the Securities and Exchange Commission, including the Company’s Form 10-K for the year ended March 31, 2009 and Form 10-Q for the quarter ended September 30, 2009. Salary.com expressly disclaims any obligation to update any forward-looking statements.

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