Attached files
file | filename |
---|---|
EX-10.1 - CYBERDEFENDER CORP | v182788_ex10-1.htm |
EX-10.3 - CYBERDEFENDER CORP | v182788_ex10-3.htm |
EX-10.2 - CYBERDEFENDER CORP | v182788_ex10-2.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): April 26, 2010
CYBERDEFENDER
CORPORATION
(Exact
name of registrant as specified in its charter)
California
|
333-138430
|
65-1205833
|
||
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
||
of
incorporation)
|
File
Number)
|
Identification
No.)
|
617
West 7th Street, Suite 1000, Los Angeles, California
|
90017
|
|
(Zip
Code)
|
||
Registrant’s
telephone number, including area code:
|
(213)
689-8631
|
Not Applicable
|
||
(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
1.01 Entry into a Material Definitive Agreement
On April
26, 2010, CyberDefender Corporation (the “Company”) entered into an Amended and
Restated Key Executive Employment Agreement with each of Gary Guseinov, the
Company’s Chief Executive Officer, Kevin Harris, the Company’s Chief Financial
Officer, and Igor Barash, the Company’s Chief Information
Officer. The Company’s board of directors (the “Board”) unanimously
approved these agreements. The following brief description of the
terms and conditions of these agreements is qualified in its entirety by
reference to the agreements, which are attached as exhibits to this Current
Report.
Amended and Restated Key
Executive Employment Agreement with Gary Guseinov (the “Guseinov
Agreement”)
The
Guseinov Agreement has a term of three years commencing as of January 1, 2010
and will renew for successive one year periods if not terminated sooner in
accordance with its terms. Pursuant to the Guseinov Agreement, the
Company will pay Gary Guseinov (“Mr. Guseinov”) an annual base salary of
$281,250 per year plus certain reimbursable expenses, including cell phone, home
Internet, car payment and car insurance, in an aggregate amount not to exceed
the limit established by the Board. The Company will review Mr.
Guseinov’s base salary every six months and the Board may in its discretion
increase Mr. Guseinov’s base salary at such intervals without amendment or
modification of the Guseinov Agreement. Mr. Guseinov will be entitled
to participate in any incentive bonus compensation plan as the Board may adopt
from time to time; provided that Mr. Guseinov may not receive more than 50% of
his base salary for any twelve month period. The Company will
provide, at its cost, at least $3,000,000 in key man life insurance on Mr.
Guseinov’s life during the term of the Guseinov Agreement and Mr. Guseinov will
have the right to designate the beneficiary of $1,000,000 of the policy or
policies, and the Company will be the beneficiary of $2,000,000 of the policy or
policies. If the Company terminates Mr. Guseinov’s employment without
cause during the term of the Guseinov Agreement, or takes actions that
constitute constructive termination, then Mr. Guseinov will be entitled to
accrued but unpaid salary, earned and pro rata bonus compensation, full vesting
of all unvested stock and stock options (though Mr. Guseinov does not currently
have any stock options or unvested stock), vested benefits under the Company’s
employee benefit plans, continuing payment of Mr. Guseinov’s base salary in
effect at the time of termination for the greater of nine months following the
date of termination or the balance of the then applicable term and continuing
coverage of Mr. Guseinov, his spouse and children, if any, at the Company’s
expense, under any health and dental insurance plans that covered Mr. Guseinov
immediately prior to his termination, for a period of six months following the
date of termination.
Amended and Restated Key
Executive Employment Agreement with Kevin Harris (the “Harris
Agreement”)
The
Harris Agreement has a term of three years commencing as of January 1, 2010 and
will renew for successive one year periods if not terminated sooner in
accordance with its terms. Pursuant to the Harris Agreement, the
Company will pay Kevin Harris (“Mr. Harris”) an annual base salary of $237,500
per year plus certain reimbursable expenses, including cell phone, home
Internet, car payment and car insurance, in an aggregate amount not to exceed
the limit established by the Board. The Company will review Mr.
Harris’s base salary every six months and the Board may in its discretion
increase Mr. Harris’s base salary at such intervals without amendment or
modification of the Harris Agreement. Mr. Harris shall retain his
existing stock options for 400,000 shares exercisable for $1.00 per share
granted pursuant to the terms of his original Key Executive Employment Agreement
with the Company (which includes bonus options for 2009 and 2010), of which
325,000 option shares are deemed fully vested and the remaining 75,000 option
shares will vest in three equal installments on June 30, 2010, September 30,
2010 and December 31, 2010. Mr. Harris will receive an additional
option to purchase 300,000 shares of common stock at an exercise price of $4.04
per share. Mr. Harris will be entitled to participate in any
incentive bonus compensation plan as the Board may adopt from time to time;
provided that Mr. Harris may not receive more than 40% of his base salary for
any twelve month period. The Company will provide, at its cost, at
least $1,000,000 in term life insurance on Mr. Harris’s life during the term of
the Harris Agreement and Mr. Harris will be the beneficiary of 100% of such
policy or policies. If the Company terminates Mr. Harris’s employment
without cause during the term of the Harris Agreement, or takes actions that
constitute constructive termination, then Mr. Harris will be entitled to accrued
but unpaid salary, earned and pro rata bonus compensation, full vesting of all
unvested stock and stock options, vested benefits under the Company’s employee
benefit plans, continuing payment of Mr. Harris’s base salary in effect at the
time of termination for the greater of nine months following the date of
termination or the balance of the then applicable term and continuing coverage
of Mr. Harris, his spouse and children, if any, at the Company’s expense, under
any health and dental insurance plans that covered Mr. Harris immediately prior
to his termination, for a period of six months following the date of
termination.
Amended and Restated Key
Executive Employment Agreement with Igor Barash (the “Barash
Agreement”)
The
Barash Agreement has a term of three years commencing as of January 1, 2010 and
will renew for successive one year periods if not terminated sooner in
accordance with its terms. Pursuant to the Barash Agreement, the
Company will pay Igor Barash (“Mr. Barash”) an annual base salary of $218,750
per year plus certain reimbursable expenses, including cell phone, home
Internet, car payment and car insurance, in an aggregate amount not to exceed
the limit established by the Board. The Company will review Mr.
Barash’s base salary every six months and the Board may in its discretion
increase Mr. Barash’s base salary at such intervals without amendment or
modification of the Barash Agreement. The unvested portion of Mr.
Barash’s existing stock option for 150,000 shares exercisable for $1.00 per
share, granted on or about July 1, 2008, will immediately vest and Mr. Barash
will receive an additional option to purchase 50,000 shares of common stock at
an exercise price of $4.04 per share. Mr. Barash will be
entitled to participate in any incentive bonus compensation plan as the Board
may adopt from time to time; provided that Mr. Barash may not receive more than
30% of his base salary for any twelve month period. The Company will
provide, at its cost, at least $500,000 in term life insurance on Mr. Barash’s
life during the term of the Barash Agreement and Mr. Barash will be the
beneficiary of 100% of such policy or policies. If the Company
terminates Mr. Barash’s employment without cause during the term of the Barash
Agreement, or takes actions that constitute constructive termination, then Mr.
Barash will be entitled to accrued but unpaid salary, earned and pro rata bonus
compensation, full vesting of all unvested stock and stock options, vested
benefits under the Company’s employee benefit plans, continuing payment of Mr.
Barash’s base salary in effect at the time of termination for the greater of six
months following the date of termination or the balance of the then applicable
term and continuing coverage of Mr. Barash, his spouse and children, if any, at
the Company’s expense, under any health and dental insurance plans that covered
Mr. Barash immediately prior to his termination, for a period of six months
following the date of termination.
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
|
10.1
|
Amended
and Restated Key Executive Employment Agreement with Gary
Guseinov
|
|
10.2
|
Amended
and Restated Key Executive Employment Agreement with Kevin
Harris
|
|
10.3
|
Amended
and Restated Key Executive Employment Agreement with Igor
Barash
|
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:
April 29, 2010
|
||
CYBERDEFENDER
CORPORATION
|
||
By:
|
/s/ Kevin Harris | |
Kevin
Harris
|
||
Chief
Financial
Officer
|