Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10-2 - LOJACK CORP | ex10-2.htm |
| EX-10.1 - EXHIBIT 10-1 - LOJACK CORP | 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): February 17, 2010 (February 11,
2010)
LOJACK
CORPORATION
(Exact Name of
Registrant as Specified in Its Charter)
|
Massachusetts
|
|
(State or
Other Jurisdiction of
Incorporation)
|
|
1-8439
|
04-2664794
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
200
Lowder Brook Drive, Suite 1000, Westwood, Massachusetts
|
02090
|
|
(Address of
Principal Executive Offices)
|
(Zip
Code)
|
|
781-251-4700
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
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.
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))
Item
1.01. Entry into a Material Definitive Agreement.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 12,
2010, the Board of Directors of LoJack Corporation, or the Company, appointed
Timothy P. O’Connor, the Company’s Senior Vice President and Chief Financial
Officer, as Principal Accounting Officer. Mr. O’Connor, 45, joined
the Company in November 2008 as Senior Vice President and Chief Financial
Officer. Prior to that, he served as Senior Vice President, Finance
Operations of American Tower Corporation, U.S. Tower Division from October 2007
to November 2008. Prior to joining American Tower Corporation, Mr.
O’Connor served as Vice President of Finance - Global Technology and
Manufacturing at Proctor & Gamble from September 2005 through May
2007. He served as Vice President of Finance – Personal Care Global
Business Unit at The Gillette Company from September 2002 through September
2005.
On February 12,
2010, the Board of Directors of the Company approved an amendment to the LoJack
Corporation Amended and Restated Non-Qualified Deferred Compensation Plan to
limit the maximum annual bonus contributions to such plan to the cash portion of
bonuses paid in a given year. All of our executive officers and
certain other key employees are eligible to participate in such plan. A copy of
the amendment is attached hereto as Exhibit 10.1.
Also on February
12, 2010, the Board of Directors of the Company amended and restated the LoJack
Corporation Cash Incentive Plan, or the Plan, to, among other things, (i) permit
the Company’s Compensation Committee to, on an annual basis, determine the
applicable percentage of awards earned under the Plan to be paid in
cash and Company common stock respectively; (ii) utilize shares available under
the Company’s 2008 Stock Incentive Plan for such purposes; and (iii) include
EBITDA and working capital among the performance goals permissible under the
Plan. All of our executive officers and many of our employees are
eligible to participate in the Plan. A copy of the amended and restated Plan is
attached hereto as Exhibit 10.2.
The Company’s
Compensation Committee, on February 11, 2010, exercised its negative discretion,
which was permitted by the terms of the Plan prior to its amendment, and
eliminated bonus payments relating to performance in fiscal year 2009 for all
eligible employees, including all executive officers.
The Compensation
Committee also determined that bonuses under the Plan for fiscal year
2010 will be earned based on meeting or exceeding certain Company
revenue and EBITDA targets as well as individual goals and
targets. Due to the expected economic conditions, for 2010, the
Compensation Committee has tied the maximum percentage of payout for
satisfaction of individual performance goals and targets to that of the
corresponding percentage payout resulting from the Company performance, as
reflected in the satisfaction of the revenue and EBITDA targets. This
linkage between individual and Company performance will apply to all levels of
performance, including if the Company and the individual exceed their respective
targets.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
10.1
|
2010
Amendment to the LoJack Corporation Amended and Restated Non-Qualified
Deferred Compensation Plan
|
|
10.2
|
LoJack
Corporation Annual Incentive Plan.
|
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.
|
LOJACK
CORPORATION
(Registrant)
By: /s/
Richard T. Riley
|
||
|
Richard T.
Riley
Executive
Chairman
|
||
Date: February
17, 2010