Attached files
| file | filename |
|---|---|
| EX-10.1 - JAKKS PACIFIC INC | v203168_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): November 11, 2010
JAKKS
PACIFIC, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-28104
|
95-4527222
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
22619
Pacific Coast Highway, Malibu, California
|
90265
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (310)
456-7799
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 Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
|
On
November 11, 2010 we entered into a second amended and restated employment
agreement with Stephen Berman, our President and Chief Executive
Officer. This agreement extends the term of the existing agreement to
December 31, 2015 from its current termination date of December 31,
2010. The new provisions of the amended agreement include, among
other things, (i) an annual salary of $1,140,000 in 2011 and annual increases
thereafter at the discretion of the Board but no less than $25,000; (ii) five
annual restricted stock awards of $500,000 of our common stock on January 1 of
each fiscal year during the term of the agreement commencing on and after
January 1, 2011, subject to vesting in equal installments through January 1,
2017, as set forth on Exhibit B to the agreement, provided, however, that the
initial vesting of the first installment of each year’s award is conditioned on
EPS (defined as our net income per share of our common stock, calculated on a
fully diluted basis) for the fiscal year in which the shares are issued being
equal to minimum EPS as follows: $1.41 for 2011, $1.45 for 2012, $1.49 for
2013, $1.54 for 2014, and $1.59 for 2015. If the minimum EPS vesting
condition for the first installment of an annual grant is not met, then such
$500,000 grant lapses, but if the vesting condition is satisfied for the first
installment of such $500,000 grant, then each subsequent installment of such
$500,000 grant will vest; (iii) an annual performance bonus as follows: (x) the
2010 bonus (previously
established in March 2010 and set forth on Exhibit C to the agreement) remains
unchanged, except that 20% of such bonus will be paid in restricted shares of
our common stock which will vest in six equal annual installments of 14.5% of
the number of shares, the first on the date in 2011 that the bonus is
determined to have been earned, and a seventh and final installment of 13% of
the shares on January 1, 2017, and (y) for fiscal years commencing on and after
January 1, 2011, an annual performance bonus equal to up to 200% of base salary,
to be paid partly in cash and partly in restricted shares of our common stock
(the amount of stock ranging from 20-40% of the total bonus, in the percentages
set forth on Exhibit E to the agreement), the amount of the bonus to be
determined using “Adjusted” EPS growth (as defined in the agreement) as
determined by our Compensation Committee in the first quarter of each fiscal
year, except that Adjusted EPS criteria for determining the 2011
bonus shall range from $1.37 - $1.78 as stated in Exhibit D to the agreement,
and the portion of each annual bonus payable in shares will vest in equal annual
installments commencing with the date the Bonus for a fiscal year is determined
to have been earned and thereafter on January 1 in each subsequent year until
the final installment on January 1, 2017, and (z) an additional performance
bonus equal to 100% of base salary to be paid entirely in restricted stock, the
criteria and vesting schedules to be determined by our Compensation Committee in
the first fiscal quarter of each year, using criteria to be selected by such
Committee which are in its discretion such as growth in net sales, return on
invested capital, growth in free cash flow, total shareholder return (or any
combination); (iv) restrictions on sale of our securities such that he cannot
sell any shares of our common stock if his shares remaining after a sale are not
equal to at least three times his then base salary; (v) life insurance in the
amount of $1.5 million; and (vi) a severance payment if we terminate the
agreement without cause (as defined in the agreement) or Mr. Berman terminates
it for Good Reason (as defined in the agreement), in an amount equal to his base
salary at the termination date multiplied by the number of years and partial
years remaining in the term.
2
The
foregoing is only a summary of certain of the terms of the employment
agreement. For a complete description, a copy of such agreement is
annexed herein in its entirety as an exhibit.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
|
Description
|
|
|
10.1
|
Second
Amended and Restated Employment Agreement between the Company and Stephen
G. Berman, dated November 11,
2010
|
3
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.
|
JAKKS
PACIFIC, INC.
|
||
|
Dated: November
17, 2010
|
||
|
By:
|
/s/ JOEL M. BENNETT
|
|
|
Joel
M. Bennett, EVP
|
||
4
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
|
10.1
|
Second
Amended and Restated Employment Agreement between the Company and Stephen
G. Berman, dated November 11,
2010
|
5