Attached files
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EX-99.1 - EX-99.1 - DEX ONE Corp | g24593exv99w1.htm |
EX-10.1 - EX-10.1 - DEX ONE Corp | g24593exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): September 6, 2010
DEX ONE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-07155 | 13-2740040 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
1001 Winstead Drive | (919) 297-1600 | 27513 | ||
Cary, NC (Address of principal executive offices) |
(Registrants telephone Number, including area code) |
(Zip 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.
Dex One Corporation (the Company) entered into an Employment Agreement dated as of September 6,
2010 (the Agreement) with Alfred T. Mockett appointing Mr. Mockett as Chief Executive Officer and
President of the Company commencing on September 13, 2010 (the Commencement Date). Mr. Mockett
was also appointed to the Companys Board of Directors effective as of September 13, 2010. A copy
of the Agreement is filed with this report as Exhibit 10.1. The material terms and conditions of
the Agreement are summarized in Item 5.02 below.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and
(c)
On September 6, 2010, the Board of Directors appointed Alfred T. Mockett, 61, as Chief Executive
Officer and President of the Company effective as of September 13, 2010. Mr. Mockett will also
join the Companys Board of Directors effective as of September 13, 2010. The press release
announcing Mr. Mocketts appointment is filed with this report as Exhibit 99.1.
As described in the press release, during Mr. Mocketts 30-plus year career, he has held the chief
executive officer and executive leadership positions at a number of leading technology,
telecommunications and professional services companies including Memorex Telex, BT Group (formerly
British Telecom), American Management Systems and Motive Inc, serving as Chairman and CEO at both
AMS and Motive.
Employment Agreement
Under the terms of the Agreement, Mr. Mockett was appointed the Chief Executive Officer and
President of the Company. The material terms and conditions of the Agreement are summarized below,
which descriptions are qualified in their entirety by reference to the terms and conditions of the
Agreement as filed with this report as Exhibit 10.1. Capitalized terms used in this report and not
otherwise defined herein are as defined in the Agreement.
Annual Base Salary.
Mr. Mockett will receive an annual base salary of $975,000.
Annual Cash Incentive Bonus. Mr. Mockett will be eligible to participate in the Companys annual incentive program, as in effect
from time to time. Mr. Mocketts annual cash bonus will have a target amount of 100% of his base
salary based upon the attainment of one or more pre-established performance goals established by
the Board or a committee thereof after consultation with Mr. Mockett and prorated for any partial
fiscal year during the term of his employment.
Stock Awards.
Under the Agreement, Mr. Mockett will also receive 200,000 shares of the Companys common stock in
the form of a restricted stock award, a fair market value option to purchase 200,000 shares of the
Companys common stock at an exercise price of $9.75 per share (which was the closing price of the
Companys common stock on September 3, 2010), and fully vested premium priced options to purchase
600,000 shares of the Companys common stock, a third of which shares have an exercise price of $15
per share, a third of which shares have an exercise price of $23 per share, and a third of which
shares have an exercise price of $32 per share. Subject to his continued employment with the
Company, the restricted stock will be granted within 30 days of the Commencement Date and will vest
ratably over three years. The fair market value option vests ratably over four years. In
accordance with New York Stock Exchange Rule 303A(8), all of the awards were (and, in the case of
the restricted stock award, will be) granted without shareholder approval.
Severance.
Upon Mr. Mocketts involuntary termination without Cause or voluntary termination for Good Reason,
in each case unrelated to a Change in Control, Mr. Mocketts severance benefits under the Agreement
generally will include:
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(i) immediate vesting of the portion of Mr. Mocketts unvested outstanding restricted stock and
fair market value option (as described above) that would have become vested on the anniversary of
the Commencement Date (September 13) following the date of termination of his employment as if Mr.
Mockett had remained employed by the Company through such date;
(ii) a lump sum severance payment equal to one and one-half times the sum of Mr. Mocketts
then-current base salary plus his then-current target bonus amount
under the annual incentive program; and
(iii) reimbursement for additional costs to Mr. Mockett for continued participation for eighteen
months in the Companys health, medical and dental plans in which he participated at the date of
termination of his employment.
Change
in Control. In the event Mr. Mocketts employment with the Company is terminated by the Company without Cause
or by Mr. Mockett for Good Reason during the three months
preceding, or the two years following a
Change in Control, then Mr. Mockett will be entitled to the severance payments and benefits set
forth above, except that Mr. Mockett will receive a lump sum severance payment equal to three times
(in lieu of one and one-half times) the sum of Mr. Mocketts then-current base salary plus his
then-current target bonus amount under the annual incentive program and his restricted stock and
fair market value option shall fully vest.
In addition, under certain circumstances, Mr. Mockett will be entitled to a Gross-Up Payment to the
extent any payments to him under the Agreement result in an excise tax under Sections 280G and
4999 of the Internal Revenue Code.
Confidential
Information, Nonsolicitation, Noncompetition.
Mr. Mocketts Agreement includes various covenants
prohibiting his disclosure of confidential
information, solicitation of customers and employees, and engaging in competitive activity.
Other Governance Changes
Effective with Mr. Mocketts appointment, the Executive Oversight Committee that was established
while the Board of Directors was recruiting a new chief executive
officer will be dissolved and Board Member W. Kirk Liddell will step down as
interim Principal Executive Officer and rejoin the Audit & Finance Committee, replacing Mark A. McEachen who will
continue to serve on the Corporate Governance Committee and Chair the Compensation and Benefits Committee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1
|
Employment Agreement, dated September 6, 2010, by and between Dex One Corporation and Alfred Mockett. | |
99.1
|
Press Release of Dex One Corporation issued September 7, 2010. |
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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, thereunto duly authorized.
DEX ONE CORPORATION |
||||
/s/ Mark W. Hianik | ||||
Date: September 8, 2010 | Mark W. Hianik | |||
Senior Vice President, General
Counsel & Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Employment Agreement, dated September 6, 2010, by and between Dex One Corporation and Alfred Mockett. | |
99.1
|
Press Release of Dex One Corporation issued September 7, 2010. |