Attached files
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EX-4.1 - EX-4.1 - Archipelago Learning, Inc. | d80108exv4w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
February 24, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
Archipelago Learning, Inc.
Delaware | 001-34555 | 27-0767387 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3232 McKinney Avenue, Suite 400 | ||
Dallas, Texas | 75204 | |
(Address of principal executive offices) | (Zip Code) |
(800) 419-3191
(Registrants telephone number, including area code)
(Registrants 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 (see General
Instruction A.2. below):
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 24, 2011, Archipelago Learning, Inc. (the Company) granted an aggregate of 28,038
restricted stock units to Mr. Timothy McEwen, Chief Executive Officer of the Company, as part his
annual compensation for 2010. Subject to Mr. McEwens continued employment, 41 2/3% of the
restricted stock units will be settled in cash six months after the grant date on August 24, 2011,
and the remaining restricted stock units will be settled in common stock of the Company four years
from the grant date on February 24, 2015. Pursuant to the terms of the restricted stock unit
agreement, Mr. McEwen will receive 28,038 dividend equivalent rights. Each dividend equivalent
right relates to one restricted stock unit and entitles him to an amount equal to the per share
dividend, if any, paid by the Company during the period between the grant date and vesting date of
the related restricted stock unit. Each dividend equivalent right will vest and be payable in cash
at the time that the related restricted stock unit is settled. In addition, if Mr. McEwens
employment is terminated by the Company for any reason other than a termination by the Company
without cause, the restricted stock units and dividend equivalent rights, to the extent not then
vested, will be forfeited immediately. If Mr. McEwens employment is terminated by the Company
without cause, the cash settled restricted stock units and related dividend equivalents, to the
extent not then vested, will immediately vest in full, and the stock settled restricted stock units
and related dividend equivalents will vest in accordance with the following schedule if the
termination date occurs during the twelve-month period ending on February 24 of each of the years
indicated below:
Percent of Stock Settled RSUs and | ||||
Year | Dividend Equivalents | |||
2012 |
25 | % | ||
2013 |
25 | % | ||
2014 |
25 | % | ||
2015 |
25 | % |
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
4.1 | Restricted Stock Unit Agreement, dated as of February 24 , 2011, between Timothy McEwen and Archipelago Learning Inc |
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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 hereunto duly authorized.
ARCHIPELAGO LEARNING, INC. |
||||
/s/ Tim McEwen | ||||
Name: | Tim McEwen | |||
Title: | President and Chief Executive Officer | |||
Date: February 28, 2011
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Exhibit | Description | |||
4.1 | Restricted Stock Unit Agreement, dated as of February
24, 2011, between Timothy McEwen and Archipelago
Learning Inc |
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