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): | June 12, 2013 | |
| Exact Name of Registrant as Specified in Its Charter: | CalAmp Corp. |
| DELAWARE | 0-12182 | 95-3647070 | ||
| State or Other Jurisdiction of | Commission | I.R.S. Employer | ||
| Incorporation or Organization | File Number | Identification No. |
| Address of Principal Executive Offices: | 1401 N. Rice Avenue, Oxnard, CA 93030 | ||
| Registrant's Telephone Number, Including Area Code: | (805) 987-9000 | ||
| Former Name or Former Address, if Changed Since Last Report: | Not applicable | ||
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 425 under the Exchange Act (17 CFR 240.14.a-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.
On June 12, 2013, the Company entered into employment agreement amendments (the “Amendments”) with each of Michael Burdiek, the Company’s President and Chief Executive Officer, Garo Sarkissian, the Company’s Senior Vice President of Corporate Development, and Richard Vitelle, the Company’s Executive Vice President, Chief Financial Officer and Secretary. These Amendments principally modified the employment agreement provisions concerning renewal, severance and change of control termination benefits.
Pursuant to the Amendments, beginning with the scheduled expiration of each employment agreement on May 30, 2014, and in connection with any subsequent expiration date under such employment agreement, the Company and respective executive will review the employment agreement and, if mutually agreed, extend the term for a period of at least two years. Previously, the employment agreements were subject to automatic one-year renewals. Additionally, in connection with a termination without “cause” or for “good reason” (each as defined in the employment agreements), Messrs. Burdiek and Vitelle will be entitled to severance equal to six months of base salary, twelve months of benefit continuation, and six months of continued equity vesting and option exercisability, and Mr. Sarkissian will be entitled to severance equal to three months of base salary, six months of benefits continuation, and three months of continued equity vesting and option exercisability. In connection with a termination without “cause” or for “good reason” occurring three months prior to or within twelve months following a “change in control” (as defined in the employment agreements), Messrs. Burdiek and Vitelle will be entitled to severance equal to eighteen months of base salary, a pro-rata target bonus, eighteen months of benefit continuation, acceleration of 75% of the executive’s outstanding equity awards, and twelve months of option exercisability, and Mr. Sarkissian will be entitled to severance equal to twelve months of base salary, a pro-rata target bonus, twelve months of benefits continuation, acceleration of 50% of the executive’s outstanding equity awards, and six months of option exercisability.
The foregoing description of the terms of the Amendments is qualified in its entirety by reference to the actual terms of the Amendments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibits. | The following exhibits are filed or furnished, as the case may be, with this Current Report on Form 8-K: |
| Exhibit No. | Description | |
| 10.1 | First Amendment dated June 12, 2013 to Employment Agreement between the Company and Michael Burdiek effective June 1, 2011. | |
| 10.2 | Second Amendment dated June 12, 2013 to Employment Agreement between the Company and Garo Sarkissian dated July 2, 2007. | |
| 10.3 | Second Amendment dated June 12, 2013 to Employment Agreement between the Company and Richard Vitelle dated May 31, 2002. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALAMP CORP. | ||||
| June 14, 2013 | By: | /s/ Richard Vitelle | ||
| Date | Richard Vitelle, | |||
| Executive Vice President and CFO | ||||
| (Principal Financial Officer) | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | First Amendment dated June 12, 2013 to Employment Agreement between the Company and Michael Burdiek effective June 1, 2011. | |
| 10.2 | Second Amendment dated June 12, 2013 to Employment Agreement between the Company and Garo Sarkissian dated July 2, 2007. | |
| 10.3 | Second Amendment dated June 12, 2013 to Employment Agreement between the Company and Richard Vitelle dated May 31, 2002. | |
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This Amendment (this “Amendment”) is made as of this 12 day of June, 2013, between CalAmp Corp. (the “Company”) and Michael Burdiek (“Executive”).
RECITALS:
A. The Company and Executive are parties to that certain Employment Agreement dated as of May 27, 2011 (the “Employment Agreement”) pursuant to which Executive is employed by the Company.
B. The Company and Executive desire to amend the terms of the Employment Agreement as set forth herein, effective as of June 12, 2013.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
| 1. | Section 1(e) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Renewal. Following the Initial Term, this Agreement was automatically extended for a period of one (1) year, through May 30, 2013 and following such one year period, this Agreement was again automatically extended for a period of one (1) year, through May 30, 2014. Beginning with the scheduled expiration of the Agreement on May 30, 2014 and in connection with any subsequent expiration date, the Company and Executive will review the Agreement and, if mutually agreed, extend the term of this Agreement for a period of at least two years. Failure by the Company to agree to an extension of this Agreement shall constitute termination without cause or disability and Executive shall be eligible for severance in accordance with Sections 6(d) and 6(f) or, if applicable, Sections 6(e) and 6(f).” | ||
| 2. | The title of Section 6(d) of the Employment Agreement is hereby deleted in its entirety and replaced with “Termination Without Cause or Disability or for Good Reason.” | |
| 3. | Section 6(d)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Termination; Payment of Accrued Salary and Vacation. The Company may terminate Executive’s employment at any time for other than Cause or disability by providing written notice to Executive. The Executive may terminate his employment with Good Reason (as defined below) pursuant to the procedures set forth in Section 6(e). In such event (unless such termination would be covered by Section 6(e) below), the Company shall pay Executive as severance (A) subject to Section 6(d)(ii), an amount equal to six (6) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such six (6) month term in monthly pro rata payments commencing as of the Termination Date (such monthly continued payments of Base Salary, the “Salary Continuation Benefit”); (B) the accrued portion of any vacation earned, less standard withholdings for tax and social security purposes; and (C) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage provisions of COBRA for a period of twelve (12) months following the Termination Date (or the cash equivalent of such amount). | ||
| 4. | Section 6(d)(ii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| Notwithstanding the foregoing, the Company shall not be obligated to pay any termination payments under this Section 6(d) or Section 6(e) if Executive breaches the provisions of Sections 7 or 8 below. | ||
| 5. | Section 6(d)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Vesting Upon Termination. In the event Executive’s employment is terminated pursuant to this Section 6(d), Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall continue to vest for a period of six (6) months following the Termination Date, and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for six (6) months following the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan.” | ||
| 6. | Section 6(d)(iv) of the Employment Agreement is hereby amended by adding the following new sentence to the end thereof: | |
| “The benefits provided by this Section 6(d) or Section 6(e) will be forfeited on the twenty-eighth (28th) day following the Termination Date if the Company has not been provided with such a release by such date.” | ||
| 7. | Section 6(e) of the Employment Agreement is hereby amended by deleting the first sentence thereof and replacing with the following: | |
| “If, within the 3-month period preceding or the 12-month period following a Change of Control (as defined below), the Company terminates Executive’s employment for other than Cause or disability or Executive terminates his employment for Good Reason (as defined below), then (i) seventy five percent (75%) of Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall become vested and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for twelve (12) months following the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan, (ii) the Executive shall be entitled to an amount equal to eighteen (18) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such eighteen (18) month term in monthly pro rata payments commencing as of the Termination Date, (iii) the Executive shall be entitled to the accrued portion of any vacation earned, less standard withholdings for tax and social security purposes, (iv) the Executive shall be entitled to an amount equal to a pro-rata portion of his target bonus under the Company’s annual incentive plan based on the number of days worked in the year of termination, and (iv) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage provisions of COBRA for a period of eighteen (18) months following the Termination Date (or the cash equivalent of such amount). | ||
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IN WITNESS WHEREOF, the parties above have executed this Amendment as of the day and year first-above written.
| /s/ Michael Burdiek | |
| Michael Burdiek | |
| CALAMP CORP. | |
| /s/ Frank Perna | |
| By: | Frank Perna, Jr. |
| Title: | Chairman of the Board |
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AMENDMENT NO.
2
TO
EMPLOYMENT AGREEMENT
This Amendment (this “Amendment”) is made as of this 12th day of June, 2013, between CalAmp Corp. (the “Company”) and Garo Sarkissian (“Executive”).
RECITALS:
A. The Company and Executive are parties to that certain Employment Agreement dated as of July 2, 2007 and amended by that Amendment to Employment Agreement dated as of December 19, 2008 (the “Employment Agreement”) pursuant to which Executive is employed by the Company.
B. The Company and Executive desire to amend the terms of the Employment Agreement as set forth herein, effective as of June 12, 2013.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
| 1. | Section 1(e) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Renewal. Following the Initial Term, this Agreement was automatically extended each year for a period of one (1) year, through May 30, 2014. Beginning with the scheduled expiration of the Agreement on May 30, 2014 and in connection with any subsequent expiration date, the Company and Executive will review the Agreement and, if mutually agreed, extend the term of this Agreement for a period of at least two years. Failure by the Company to agree to an extension of this Agreement shall constitute termination without cause or disability and Executive shall be eligible for severance in accordance with Sections 6(d) and 6(f) or, if applicable, Sections 6(e) and 6(f).” | ||
| 2. | Section 6(d) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Termination Without Cause or Disability. | ||
| (i) Termination; Payment of Accrued Salary and Vacation. The Company may terminate Executive’s employment at any time for other than Cause or disability by providing written notice to Executive. In such event (unless such termination would be covered by Section 6(e) below), the Company shall pay Executive as severance (A) subject to Section 6(d)(ii), an amount equal to three (3) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such three (3) month term in monthly pro rata payments commencing as of the Termination Date (such monthly continued payments of Base Salary, the “Salary Continuation Benefit”); (B) the accrued portion of any vacation earned, less standard withholdings for tax and social security purposes; and (C) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage provisions of COBRA for a period of six (6) months following the Termination Date (or the cash equivalent of such amount). | ||
(ii) No Breach of Sections 7 or 8. Notwithstanding the foregoing, the Company shall not be obligated to pay any termination payments under this Section 6(d) or Section 6(e) if Executive breaches the provisions of Sections 7 or 8 below. (iii) Vesting Upon Termination. In the event Executive’s employment is terminated pursuant to this Section 6(d), Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall continue to vest for a period of three (3) months following the Termination Date, and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for three (3) months following the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan. (iv) Release By Executive. In order to receive the benefits provided by this Section 6(d) or Section 6(e), Executive shall deliver to the Company within 21 days following Executive’s termination of employment a full and complete release, in form and substance reasonably acceptable to the Company, of all claims, known or unknown, that Executive may have against the Company, other than claims for indemnification, workers compensation or under the Company’s 401(k) plan. The benefits provided by this Section 6(d) or Section 6(e) will be forfeited on the twenty-eighth (28th) day following the Termination Date if the Company has not been provided with such a release by such date. | ||
| 3. | Section 6(e) of the Employment Agreement is hereby amended by deleting the first sentence thereof and replacing with the following: | |
| “If, within the 3-month period preceding or the 12-month period following a Change of Control (as defined below), the Company terminates Executive’s employment for other than Cause or disability or Executive terminates his employment for Good Reason (as defined below), then (i) fifty percent (50%) of Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall become vested and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for six (6) months following the Termination Date, (ii) the Executive shall be entitled to an amount equal to twelve (12) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such twelve (12) month term in monthly pro rata payments commencing as of the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan, (iii) the Executive shall be entitled to the accrued portion of any vacation earned, less standard withholdings for tax and social security purposes, (iv) the Executive shall be entitled to an amount equal to a pro-rata portion of his target bonus under the Company’s annual incentive plan based on the number of days worked in the year of termination, and (iv) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage provisions of COBRA for a period of twelve (12) months following the Termination Date (or the cash equivalent of such amount). | ||
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IN WITNESS WHEREOF, the parties above have executed this Amendment as of the day and year first-above written.
| /s/ Garo Sarkissian | |
| Garo Sarkissian | |
| CALAMP CORP. | |
| /s/ Michael Burdiek | |
| By: | Michael Burdiek |
| Title: | President & CEO |
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AMENDMENT NO.
2
TO
EMPLOYMENT AGREEMENT
This Amendment (this “Amendment”) is made as of this 12th June, 2013, between CalAmp Corp. (the “Company”) and Richard Vitelle (“Executive”).
RECITALS:
A. The Company and Executive are parties to that certain Employment Agreement dated as of May 31, 2002 and amended by that Amendment to Employment Agreement dated as of December 19, 2008 (the “Employment Agreement”) pursuant to which Executive is employed by the Company.
B. The Company and Executive desire to amend the terms of the Employment Agreement as set forth herein, effective as of June 12, 2013.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
| 1. | Section 1(e) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Renewal. Following the Initial Term, this Agreement was automatically extended each year for a period of one (1) year, through May 30, 2014. Beginning with the scheduled expiration of the Agreement on May 30, 2014 and in connection with any subsequent expiration date, the Company and Executive will review the Agreement and, if mutually agreed, extend the term of this Agreement for a period of at least two years. Failure by the Company to agree to an extension of this Agreement shall constitute termination without cause or disability and Executive shall be eligible for severance in accordance with Sections 6(d) and 6(f) or, if applicable, Sections 6(e) and 6(f).” | ||
| 2. | Section 6(d) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: | |
| “Termination Without Cause or Disability or for Good Reason. | ||
| (i) Termination; Payment of Accrued Salary and Vacation. The Company may terminate Executive’s employment at any time for other than Cause or disability by providing written notice to Executive. The Executive may terminate his employment with Good Reason (as defined below) pursuant to the procedures set forth in Section 6(e). In such event (unless such termination would be covered by Section 6(e) below), the Company shall pay Executive as severance (A) subject to Section 6(d)(ii), an amount equal to six (6) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such six (6) month term in monthly pro rata payments commencing as of the Termination Date (such monthly continued payments of Base Salary, the “Salary Continuation Benefit”); (B) the accrued portion of any vacation earned, less standard withholdings for tax and social security purposes; and (C) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage provisions of COBRA for a period of twelve (12) months following the Termination Date (or the cash equivalent of such amount). | ||
|
(ii) No Breach of Sections 7 or 8. Notwithstanding the foregoing, the Company shall not be obligated to pay any termination payments under this Section 6(d) or Section 6(e) if Executive breaches the provisions of Sections 7 or 8 below. (iii) Vesting Upon Termination. In the event Executive’s employment is terminated pursuant to this Section 6(d), Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall continue to vest for a period of six (6) months following the Termination Date, and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for six (6) months following the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan. (iv) Release By Executive. In order to receive the benefits provided by this Section 6(d) or Section 6(e), Executive shall deliver to the Company within 21 days following Executive’s termination of employment a full and complete release, in form and substance reasonably acceptable to the Company, of all claims, known or unknown, that Executive may have against the Company, other than claims for indemnification, workers compensation or under the Company’s 401(k) plan. The benefits provided by this Section 6(d) or Section 6(e) will be forfeited on the twenty-eighth (28th) day following the Termination Date if the Company has not been provided with such a release by such date. | ||
| 3. | Section 6(e) of the Employment Agreement is hereby amended by deleting the first sentence thereof and replacing with the following: | |
| “If, within the 3-month period preceding or the 12-month period following a Change of Control (as defined below), the Company terminates Executive’s employment for other than Cause or disability or Executive terminates his employment for Good Reason (as defined below), then (i) seventy five percent (75%) of Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall become vested and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for twelve (12) months following the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan, (ii) the Executive shall be entitled to an amount equal to eighteen (18) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such eighteen (18) month term in monthly pro rata payments commencing as of the Termination Date, (iii) the Executive shall be entitled to the accrued portion of any vacation earned, less standard withholdings for tax and social security purposes, (iv) the Executive shall be entitled to an amount equal to a pro-rata portion of his target bonus under the Company’s annual incentive plan based on the number of days worked in the year of termination, and (iv) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage provisions of COBRA for a period of eighteen (18) months following the Termination Date (or the cash equivalent of such amount). | ||
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IN WITNESS WHEREOF, the parties above have executed this Amendment as of the day and year first-above written.
| /s/ Richard Vitelle | |
| Richard Vitelle | |
| CALAMP CORP. | |
| /s/ Michael Burdiek | |
| By: | Michael Burdiek |
| Title: | President & CEO |
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