Attached files
| file | filename |
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| EX-99.1 - ARBINET Corp | v171195_ex99-1.htm |
| EX-10.2 - ARBINET Corp | v171195_ex10-2.htm |
| EX-10.1 - ARBINET Corp | v171195_ex10-1.htm |
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): January 12,
2010
ARBINET
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-51063
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13-3930916
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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460
Herndon Parkway, Suite 150
Herndon, Virginia 20170
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08901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(732)
509-9100
(Registrant’s
telephone number, including area code)
120
Albany Street, Tower II, Suite 450
New Brunswick, New
Jersey
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b),
(e) Departure of W. Terrell Wingfield, Jr. as General
Counsel
On January 12, 2010, Arbinet
Corporation (“Arbinet” or the “Company”) announced that Christie A. Hill has
been appointed General Counsel of the Company, effective as of February 1,
2010. Ms. Hill succeeds W. Terrell Wingfield, Jr., the General
Counsel of the Company, who is leaving the Company February 28, 2010 (the
“Termination Date”) to ensure a smooth transition. In connection with
Mr. Wingfield’s departure, on January 12, 2010, the Company entered into a
Separation and Transition Services Agreement with Mr. Wingfield (the “Separation
Agreement”), which will become effective on January 19, 2010 (the “Effective
Date”) unless revoked by Mr. Wingfield pursuant to the terms of the Separation
Agreement.
Under the
Separation Agreement, the Company has agreed to engage Mr. Wingfield as a
consultant from the Termination Date through June 30, 2010 (the “Transition
Period”). During the Transition Period, Mr. Wingfield’s services in
his capacity as a consultant will be limited to advice with respect to
historical activities in connection with ongoing arbitration matters and the
Company’s annual proxy and other filings with the Securities and Exchange
Commission. As compensation for Mr. Wingfield’s service as a
consultant during the Transition Period, the Company has agreed to pay Mr.
Wingfield at the rate of $5,000 per month. If Mr. Wingfield is
assigned to spend more than 15 hours per month during the Transition Period, the
Company has agreed to pay Mr. Wingfield at the rate of $350 per hour for any
additional hours over 15 hours worked by Mr. Wingfield in any month during the
Transition Period. The Company has agreed to reimburse Mr. Wingfield
for all reasonable expenses incurred by him in performing services during the
Transition Period in accordance with the Company’s policies and procedures as in
effect from time to time.
The
Separation Agreement provides that Mr. Wingfield will receive the following
separation pay from the Company:
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·
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In
accordance with the terms of the employment letter with Mr. Wingfield
dated as of September 20, 2006, as amended April 23, 2008 (the “Employment
Letter”), one lump sum payment of $275,000 payable on the Termination
Date, consisting of:
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o
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Twelve
months’ base salary, equal to $250,000;
and
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o
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Reimbursement
for payments under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”) for a period of one year, plus an amount equal to potential
employer contributions to the Company’s retirement plan for one year,
which amount cannot exceed $25,000;
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·
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One
lump sum payment payable on the earlier of the Termination Date or the
date that bonus awards are paid to the Company’s senior executive officers
under the 2009 Short-Term Cash Incentive Bonus Plan (the “Bonus Plan”),
consisting of an amount equal to either (i) 100% of Mr. Wingfield’s target
bonus, based on the Company’s achievement of the corporate performance
metrics under the Bonus Plan, as determined by the Board of Directors (the
“Board”) of the Company or the Compensation Committee (the “Compensation
Committee”) of the Board, or (ii) if the Board or the Compensation
Committee exercises its discretion and grants bonus awards to the
Company’s senior executive officers based on such discretion, 100% of Mr.
Wingfield’s target bonus under the Bonus Plan multiplied by the average
percentage of the target bonuses awarded to certain of the Company’s
senior executive officers;
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·
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A
grant of 17,500 shares of restricted common stock of the Company on the
Effective Date under the 2004 Stock Incentive Plan, as amended, which will
fully vest on the Termination Date;
and
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·
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Payment
for accrued but unused vacation as of the Termination
Date.
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Mr.
Wingfield will continue to receive the base salary otherwise payable to him
under the terms of the Employment Letter through the Termination Date in
periodic installments in accordance with the Company’s ordinary payroll
periods.
The above
summary of the Separation Agreement does not purport to be complete and is
qualified in its entirety by reference to the Separation Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.
(c),
(e) Appointment of
Christie Hill as General Counsel
Since October 2009, Ms. Hill, age 48,
has served in the U.S. Department of Treasury as an oversight liaison executive
responsible for enhancing transparency with respect to the Troubled Asset Relief
Program (TARP). Prior to that, from August 2005 through June 2008,
Ms. Hill served as Corporate Secretary and Chief Ethics Officer of Sprint Nextel
Corporation, managing the governance and ethics functions of the
company. From 1998 through August 2005, Ms. Hill served in a number
of positions of increasing authority at Nextel Communications, Inc., including
Vice President, Corporate Responsibility and Corporate
Secretary. Prior to her work at Nextel, Ms. Hill served as counsel at
Honda of America from 1992 to 1998, providing legal advice and counsel on
general corporate and transactional matters, and began her legal career at Jones
Day in the firm’s mergers and acquisition practice. Ms. Hill received
a B.A. degree in political science from Ohio State University and a J.D. with
honors from Ohio State University College of Law.
In connection with Ms. Hill’s
appointment as General Counsel, Arbinet entered into an Employment Agreement
with Ms. Hill, dated as of January 12, 2010, effective as of February 1, 2010
(the “Employment Agreement”). Under the terms of the Employment
Agreement, Ms. Hill is entitled to receive an initial annual base salary of
$240,000. Ms. Hill will be eligible to receive an annual bonus based
on the achievement of corporate or individual performance objectives, or both,
as established by the Board or the Compensation Committee and reasonably agreed
upon by Ms. Hill.
In addition, subject to the approval of
the Board or the Compensation Committee, the Company will grant to Ms. Hill an
option under the Company’s 2004 Stock Incentive Plan, as amended (the “Plan”),
to purchase 175,000 shares of common stock of the
Company. Twenty-five percent of the shares subject to the option will
vest on the first anniversary of the grant date and the remaining shares will
vest monthly, in equal installments, over the following three
years. Furthermore, 50% of the unvested shares will become fully
vested upon a Reorganization Event, as defined in the non-qualified stock option
agreement that the Company intends to enter into with Ms. Hill (the “Option
Agreement”), and the remaining 50% of the unvested shares will vest pursuant to
the vesting schedule in the Option Agreement. If Ms. Hill is
terminated by the Company, other than for Cause, as defined in the Option
Agreement, on or within 12 months after a Reorganization Event, any remaining
unvested shares will become fully vested.
Under the
Employment Agreement, the Company may terminate Ms. Hill’s employment at any
time, with or without Cause, as defined in the Employment
Agreement. If Ms. Hill’s employment is terminated without Cause
before a Change of Control of the Company, Ms. Hill will receive a lump sum
payment equal to 12 months of her annual base salary in effect at the time of
the termination. In addition to these severance payments, Ms. Hill
will be entitled to:
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·
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continuation
of group health plan benefits to the extent authorized by COBRA for a
period of 12 months following the date of termination, or until Ms. Hill
commences new employment, if
earlier;
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·
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an
amount equal to any employer contribution that would have been made by the
Company pursuant to any retirement plan on Ms. Hill’s behalf had she
remained employed by the Company during the 12 months following the date
of termination, which amount together with the above benefit cannot exceed
$25,000; and
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·
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payments
equal to Ms. Hill’s accrued and unpaid salary and vacation time as of the
date of termination.
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If within
12 months following a Change of Control of the Company, the Company terminates
Ms. Hill’s employment without Cause, or Ms. Hill terminates her employment for
Good Reason, each as defined in the Employment Agreement, in addition to the
payments and benefits set forth above, Ms. Hill will be entitled to a lump sum
payment equal to the bonus compensation paid to Ms. Hill in the immediately
preceding year.
The above summary of the Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Employment Agreement, a copy of which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this
Item 5.02 by reference.
Except
for the Employment Agreement and the Option Agreement described above, there are
no related party transactions between Arbinet and Ms. Hill reportable under Item
404(a) of Regulation S-K.
On
January 12, 2010, the Company issued a press release regarding certain of the
matters described in this Item 5.02 of this Current Report on Form 8-K, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Separation
and Transition Services Agreement by and between W. Terrell Wingfield, Jr.
and Arbinet Corporation, dated as of January 12, 2010*
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10.2
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Employment
Agreement by and between Christie Hill and Arbinet Corporation, dated as
of January 12, 2010*
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99.1
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Press
Release of Arbinet Corporation, dated January 12,
2010*
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* Filed herewith
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.
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ARBINET
CORPORATION
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||
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By:
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/s/ Shawn F.
O’Donnell
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Date:
January 12, 2010
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Shawn
F. O’Donnell
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President
and Chief Executive Officer
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Exhibit
Index
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Exhibit No.
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Description
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10.1
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Separation
and Transition Services Agreement by and between W. Terrell Wingfield, Jr.
and Arbinet Corporation, dated as of January 12, 2010*
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10.2
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Employment
Agreement by and between Christie Hill and Arbinet Corporation, dated as
of January 12, 2010*
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99.1
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Press
Release of Arbinet Corporation, dated January 12,
2010*
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* Filed herewith.