Attached files
file | filename |
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EX-3.1 - AVID AMENDED AND RESTATED BY-LAWS (2-9-10) - AVID TECHNOLOGY, INC. | exhibit_3-1.htm |
EX-10.1 - 2010 EXECUTIVE BONUS PLAN - AVID TECHNOLOGY, INC. | exhibit_10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 8,
2010
AVID
TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
0-21174
(Commission
File Number)
|
04-2977748
(I.R.S.
Employer
Identification
No.)
|
|||||||
One
Park West, Tewksbury, MA
(Address of Principal
Executive Offices)
|
01876
(Zip
Code)
|
||||||||
Registrant's
telephone number, including area code: (978)
640-6789
|
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___________________________________________________
|
|||||||||
(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
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(e)
|
Compensatory
Arrangements of Certain
Officers
|
On February 8, 2010, the Compensation
Committee (the “Committee”) of the Board of Directors (the “Board”) of Avid
Technology, Inc. (the “Company”) adopted the Company’s 2010 Executive Bonus Plan
(the “Plan”). The Committee will administer and have final authority on all
matters relating to the Plan. All of the Company’s executive officers, with
limited exceptions, are eligible to participate in the Plan.
Under the
Plan, each participant is assigned a target bonus amount equal to a percentage
of his or her base salary paid in 2009. Each executive officer’s cash bonus
target is a fixed dollar amount ranging from 60% to 100% of such executive
officer’s base salary, with the exception of the Senior Vice President of Sales
and Professional Services. His cash bonus target under the Plan is
less than 60% because a portion of his cash incentive compensation is also tied
to sales commissions.
Bonus
payouts under the Plan will be based 80% on the financial performance of the
Company and 20% on each executive’s personal performance. The financial metrics
and relative weights for company performance under the Plan are as follows:
company revenues (40%) and company operating earnings (60%). Actual performance
of company financial metrics will be determined on a non-GAAP basis consistent
with historical company practice. Examples of personal performance
objectives include achievement of company financial metrics, revenue bookings,
and key product and project deliveries.
The
Company’s performance relative to each of its financial metrics will receive a
score ranging from 0.00 to 1.50. Each participant’s performance relative to his
or her personal goals will receive a score ranging from 0.00 to 1.35. In both
cases, a score of 1.00 represents a target performance level. These scores will
be used in a weighted average formula to calculate each participant’s overall
bonus score, which will be multiplied by each participant’s target bonus amount
to determine his or her actual bonus payout for 2010. Bonuses, if any, are
expected to be determined and paid in the first quarter of 2011 after the
Company files its Annual Report on Form 10-K with the Securities and Exchange
Commission, but in no event later than December 31, 2011. Each participant must
be employed by the Company as of December 31, 2010 in order to receive a bonus,
if any, under the Plan. Notwithstanding the preceding, if the Company has an
operating loss for 2010, all bonus payouts under the Plan will be reduced to
zero.
Nothing
in the Plan limits the discretion of the Board or the Committee to approve and
pay out additional or alternative bonuses to participants based on performance
or provide participants additional or alternative incentives outside of the
terms of the Plan.
The
preceding description of the Plan is qualified in its entirety by reference to
the full text of the Plan, which is attached as Exhibit 10.1
hereto.
2
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change In Fiscal
Year
|
On
February 9, 2010, the Board adopted an amendment to the Company’s Amended and
Restated By-Laws (as amended, the “Amended By-Laws”). The amendment
amends and restates Article I, Section 1.9 to provide that, in the election of
directors, a nominee for director shall be elected to the Board if the votes
cast for such nominee exceed the votes cast against such nominee; provided, that
if, as of the tenth day preceding the date of the Company’s first notice to
stockholders of a meeting of stockholders, the number of nominees for director
exceeds the number of directors to be elected at such meeting, then each
director shall be elected by a plurality of votes cast. Prior to this
amendment, each director was elected by a plurality of votes cast regardless of
the number of nominees to be elected.
The
foregoing description is qualified in its entirety by reference to the marked
copy of the Amended By-Laws, which is filed as Exhibit 3.1
to this Current Report on Form 8-K.
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
|
Exhibits
|
The
following exhibits are filed as part of this Report:
|
|||
3.1
|
Avid
Technology, Inc.’s Amended and Restated By-Laws, as amended on February 9,
2010 (marked)
|
||
#10.1
|
2010
Executive Bonus Plan
|
||
________________________________________
#
Management contract or compensatory plan
|
3
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.
Date:
|
February
12, 2010
|
AVID
TECHNOLOGY, INC.
|
||
(Registrant)
|
||||
By:
|
/s/ Paige
Parisi
|
|||
Paige
Parisi
Corporate
Secretary
|
4
EXHIBIT INDEX
Exhibit No.
|
Description
|
|
3.1
|
Avid
Technology, Inc.’s Amended and Restated By-Laws, as amended on February 9,
2010 (marked)
|
|
#10.1
|
2010
Executive Bonus Plan
|
|
________________________________________
#
Management contract or compensatory plan
5