-----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, TBthomghll0B1Z83DjoGF7zwAN15WeHG+fZtU0R8amUkU881BICymYdKXn8Qr48W 67nxLyFUB//Z1UulBLXkXQ== 0000857005-09-000015.txt : 20090309 0000857005-09-000015.hdr.sgml : 20090309 20090309160714 ACCESSION NUMBER: 0000857005-09-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090303 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090309 DATE AS OF CHANGE: 20090309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAMETRIC TECHNOLOGY CORP CENTRAL INDEX KEY: 0000857005 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042866152 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18059 FILM NUMBER: 09666226 BUSINESS ADDRESS: STREET 1: 140 KENDRICK STREET CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 7813705000 MAIL ADDRESS: STREET 1: 140 KENDRICK STREET CITY: NEEDHAM STATE: MA ZIP: 02494 8-K 1 form8k.htm 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)

March 3, 2009

 

Parametric Technology Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Massachusetts

(State or Other Jurisdiction of Incorporation)

 

0-18059

04-2866152

(Commission File Number)

(IRS Employer Identification No.)

 

140 Kendrick Street

Needham, Massachusetts

 

02494-2714

(Address of Principal Executive Offices)

(Zip Code)

 

(781) 370-5000

(Registrant’s Telephone Number, Including Area Code)

 

 

(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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 5 – Corporate Governance and Management

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Ancillary Incentive Plan

 

On March 3, 2009, the Compensation Committee of the Board of Directors established an ancillary incentive plan for PTC’s executive officers in recognition of the fact that market conditions had deteriorated significantly since the annual incentive plan was established in November 2008 and based on the committee’s belief that executives were unlikely to achieve any of the performance criteria established at that time. Accordingly, in order to provide an incentive for those officers to achieve desired company performance for the year, the committee established an ancillary incentive plan under which executives will have an opportunity to earn a portion of their fiscal 2009 target annual incentive. These amounts will be earned only if PTC achieves an established target of non-GAAP operating margin dollars for the second half of fiscal 2009. Amounts will be earned under the plan only if no amounts are earned under the annual incentive plan established in November 2008. The plan will be funded with restricted stock units that, if earned, will vest on the later of November 15, 2009 and the date the Compensation Committee determines that the performance target has been met. The number of restricted stock units that would be earned by each of the executive officers under the plan if the target is met is set forth below.

 

Name

 

RSUs

C. Richard Harrison

 

154,172

James E. Heppelmann

 

72,225

Barry F. Cohen

 

34,922

Paul J. Cunningham

 

34,922

Cornelius F. Moses

 

41,235

Anthony DiBona

 

25,065

Aaron C. von Staats

 

16,360

 

 

2

 

 

 

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.

 

 

Parametric Technology Corporation

 

 

Date: March 9, 2009

By:

/s/Aaron C. von Staats

 

 

 

Aaron C. von Staats

 

 

 

General Counsel & Secretary

 

 

 

 

 

 

 

 

 

 

3

 

 

 

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