-----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, FeQ+b/BoOlNkZ0U6QyfUXPiwQyH5jsXTjMI1sSCR5Dz+i5e0rQhrd2Qi+X3PbSQu RXVq9rf2x0coDiKAk7kDxA== 0001275287-05-004896.txt : 20051205 0001275287-05-004896.hdr.sgml : 20051205 20051205172707 ACCESSION NUMBER: 0001275287-05-004896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051129 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER HORIZONS CORP CENTRAL INDEX KEY: 0000023019 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 132638902 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07282 FILM NUMBER: 051245151 BUSINESS ADDRESS: STREET 1: 49 OLD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 BUSINESS PHONE: 9732994000 MAIL ADDRESS: STREET 1: 49 0LD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 8-K 1 cc4264.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 29, 2005 ---------- COMPUTER HORIZONS CORP. -------------------------------------------------- (Exact name of registrant as specified in charter) New York 0-7282 13-2638902 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 49 Old Bloomfield Avenue, Mountain Lakes, NJ 07046-1495 --------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 299-4000 ------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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. On November 29, 2005, Computer Horizons Corp. (the "Company") entered into a retention bonus agreement with Michael J. Shea, Chief Financial Officer. The retention bonus agreement pertains to the period of November 22, 2005 through September 30, 2006 with award payments totalling $152,000. The award is to be paid in four quarterly installments of $25,000 beginning December 31, 2005. An additional $52,000 will be paid with the final quarterly payment on September 30, 2006. In the event of a change of control or termination of employment by the company, any monies not previously paid out become immediately payable. Participation in this award is subject to eligibility requirements, including meeting or exceeding performance expectations. Term of participation is further limited to the period of active employment, except if the position is discontinued. The foregoing summary of the retention bonus agreement is subject to, and qualified in its entirety by, the agreement which is attached as Exhibit 10.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 Retention bonus agreement dated November 29, 2005 between Computer Horizons Corp. and Michael J. Shea. 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. COMPUTER HORIZONS CORP. ----------------------------- (Registrant) Date: December 5, 2005 By: /s/ Dennis J. Conroy ------------------------- Dennis J. Conroy President and CEO EX-10.1 2 cc4264ex101.txt EXHIBIT 10.1 Exhibit 10.1 [LOGO OF COMPUTER HORIZONS CORP.] COMPUTER HORIZONS CORP. November 22, 2005 RE: Retention Bonus Agreement Dear Mike: On behalf of Computer Horizons Corp., I am pleased to present you with a retention bonus agreement. This agreement is being entered into with you for the purposes of retaining you as a valued employee of CHC and to provide you with an incentive to maximize your efforts on the Company's behalf. AWARD PAYMENT A total retention award has been developed for you based on the following schedule: Retention Period: November 21, 2005 - September 30, 2006 Total Retention Payout - $152,000.00 Initial Retention Payment Schedule: $25,000.00 - December 31, 2005 $25,000.00 - March 31, 2006 $25,000.00 - June 30, 2006 $25,000.00 - September 30, 2006* -------------------------------- $100,000 - Total Initial Payment The following amounts are set-aside and will be paid out on September 30, 2006 $13,000.00 - December 31, 2005 $13,000.00 - March 31, 2006 $26,000.00 - June 30, 2006 ------------------------------ $52,000.00 - Total Set Aside* *Your final payout on September 30, 2006 is $77,000.00 In the event of a change of control, as defined on Attachment A, full payment of "total retention payout" will be immediately paid less any amounts previously paid. In the event of a lay-off full payment of "total retention payout" will be immediately paid less any amounts previously paid. This is in addition to any notice and severance you may be eligible to receive. Retention awards will not affect your eligibility for other components of CHC's regular compensation programs. 49 Old Bloomfield Avenue, Mountain Lakes, New Jersey 07046-1495 973-299-4000 http://www.computerhorizons.com [LOGO OF COMPUTER HORIZONS CORP.] COMPUTER HORIZONS CORP. ELIGIBILITY Employees will be eligible for a retention award provided they meet or exceed performance expectations and remain with the business until they receive their individual, written notice of job discontinuance. In addition, employees cannot be on written corrective action. Employees subject to written corrective action at any time during the award period will receive a pro-rated award only for the period not on corrective action. All pro-rations will be calculated based on completion of full calendar months. PARTICIPANT STATUS CHANGES Employees on an approved disability, FMLA leave, or any other approved leave of absence will be eligible only for a pro-rated retention award representing their "active" term of participation under this Agreement. All pro-rations will be calculated based on completion of full calendar months. Employees terminating for reasons other than death or job discontinuance before the end of his/her award period will not be eligible to receive the lump sum retention award payment. Employees who are terminated for reason of death before the completion of his/her award period will be eligible for a retention bonus representing their term of participation under this Agreement. Employees who are job discontinued before the completion of his/her award period will be eligible for a retention bonus representing their term of participation under this Agreement. ADMINISTRATION The Retention Bonus payment will be administered by the President & Chief Executive Officer and Human Resources. AMENDMENT, SUSPENSION AND TERMINATION OF AGREEMENT CHC reserves the right to alter, amend, suspend, revise, interpret or terminate this Agreement at any time, in whole or in part, in their sole and exclusive discretion. DISCLOSURE To the extent permissible, nothing contained in this Agreement should be construed as a promise of employment for any definite term. EFFECTIVE DATE This Agreement is effective immediately following approval by all necessary parties. The proposed effective date is November 22, 2005. /s/ Michael J. Shea 11/29/05 - ------------------------------ -------- Michael J. Shea Date /s/ Dennis Conroy 11/29/05 - ------------------------------ -------- Dennis Conroy, President & CEO Date -----END PRIVACY-ENHANCED MESSAGE-----