Attached files
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| EX-10.1 - Hudson Global, Inc. | v210899_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
_______________________
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Date
of Report
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(Date
of earliest
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event
reported):
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February
8, 2011
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Hudson Highland Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-50129
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59-3547281
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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560
Lexington Avenue,
New York, New York 10022
(Address
of principal executive offices, including zip code)
(212) 351-7300
(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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(e) On
February 8, 2011, the Compensation Committee (the “Committee”) of the Board of
Directors of Hudson Highland Group, Inc. (the “Company”) approved grants of
shares of restricted stock effective February 16, 2011, including to the
Company’s executive officers, that will vest upon satisfaction of certain
performance vesting conditions and service vesting conditions that are set forth
in the award agreement and are consistent with previously disclosed awards of
restricted stock to the Company’s executive officers during 2010 (other than
changed levels of performance goals). In addition, the Committee
approved grants of restricted stock and a form of restricted stock award
agreement that contain the same performance and service vesting conditions, but
also provide that if the recipient’s employment is terminated without cause by
the Company prior to the first anniversary of the appointment of a new Chief
Executive Officer, then the shares of restricted stock will fully
vest. Mary Jane Raymond, the Company’s Executive Vice President and
Chief Financial Officer, received a grant of 22,000 shares of restricted stock
that contained this special vesting provision in addition to a grant of
restricted stock containing only the performance and service vesting
conditions. The form of restricted stock award agreement containing
this special vesting provision is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
-2-
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Item
9.01.
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Financial Statements
and Exhibits.
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(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits. The
following exhibits are being filed herewith:
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(10.1)
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Form
of Hudson Highland Group, Inc. Restricted Stock Award Agreement for EBITDA
and gross margin growth performance vesting awards with vesting also upon
a termination without cause.
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-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.
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HUDSON
HIGHLAND GROUP, INC.
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Date: February
14, 2011
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By:
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/s/ Latham
Williams
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Latham
Williams
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Senior
Vice President, Legal Affairs and
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Administration,
Corporate
Secretary
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-4-
HUDSON
HIGHLAND GROUP, INC.
Exhibit
Index to Current Report on Form 8-K
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Exhibit
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Number
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(10.1)
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Form
of Hudson Highland Group, Inc. Restricted Stock Award Agreement for EBITDA
performance and gross margin growth performance vesting awards with
vesting also upon a termination without
cause.
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-5-