Attached files
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EX-10.1 - EX-10.1 - iPayment, Inc. | y90182exv10w1.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
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 4, 2011
March 4, 2011
iPayment, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
000-50280
(Commission File Number)
(Commission File Number)
62-1847043
(IRS Employer Identification Number)
(IRS Employer Identification Number)
40 Burton Hills Boulevard, Suite 415
Nashville, TN 37215
(Address and zip code of principal executive offices)
Nashville, TN 37215
(Address and zip code of principal executive offices)
(615) 665-1858
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Name or former address if changed since last report)
(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:
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 March 4, 2011, iPayment, Inc. (the Company) entered into an employment agreement with its
Chief Financial Officer, Mark C. Monaco. Mr. Monaco has been acting as the Companys Chief
Financial Officer since October 15, 2010.
Mr. Monacos employment agreement provides for an initial employment period of three years, with
automatic successive one-year extensions unless terminated by either party. As provided in the
employment agreement, Mr. Monaco will receive (i) a minimum base salary of $600,000 per year; (ii)
the potential to earn an annual bonus equal to 100% of his then-current base salary based on his
achievements and certain corporate performance goals that may be established by the Board of
Directors of the Company from time to time; (iii) the grant of equity awards if and when iPayment
Investors, L.P. adopts an equity compensation program; (iv) reimbursement of up to $21,000 for
professional fees incurred in connection with the negotiation of the employment agreement and (v)
other benefits, such as participation in the Companys employee benefit plans, policies, programs
and arrangements, as well as reimbursement of certain business and entertainment expenses and
indemnification on the same basis as other executives of the Company.
The employment agreement further provides that, if Mr. Monacos employment with the Company is
terminated due to death, mutual agreement, cause, disability or otherwise without good
reason, as those terms are defined in the employment agreement, Mr. Monaco will be entitled to
receive (i) any accrued and unpaid base salary as of the termination date; (ii) all accrued and
unpaid benefits under any benefit plans, policies, programs or arrangements; and (iii) any unpaid
reasonable and necessary business expenses incurred by him in connection with his employment on
behalf of the Company on or prior to the termination date (the Accrued Compensation). If Mr.
Monacos employment with the Company is terminated without cause or disability or with good
reason, as those terms are defined in the employment agreement, Mr. Monaco will be entitled to
receive (i) the Accrued Compensation; (ii) severance payments equaling two times the highest base
salary amount during his employment term, payable in 24 monthly installments following the date his
employment is terminated and (iii) a number of monthly installments of cash equal to the monthly
cost of COBRA continuation coverage, payable at the end of each month following the date his
employment is terminated so long as he has not become actually covered by the medical plan of a
subsequent employer during such month, up to a maximum of 18 monthly installments. To receive
these severance and post-termination benefits, Mr. Monaco is required to execute a general release
of claims in form and manner reasonably satisfactory to the Company.
Mr. Monacos employment agreement also contains restrictive covenants which generally prohibit Mr.
Monaco from (a) disclosing the Companys trade secrets and confidential information, (b) making
disparaging statements about the Company and (c) during his employment term and for the 18-month
period following termination of employment (1) soliciting on behalf of a competing business the
Companys customers, (2) soliciting the Companys employees or (3) participating in any competing
business.
The foregoing description is a summary only and is qualified in its entirety by the full text of
Mr. Monacos employment agreement which is attached as Exhibit 10.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit | Description | |
10.1
|
Employment Agreement, dated as of March 4, 2011, between iPayment, Inc. and Mark C. Monaco. |
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.
IPAYMENT, INC. |
||||
By: | /s/ Afshin M. Yazdian | |||
Name: | Afshin M. Yazdian | |||
Title: | Executive Vice President & General Counsel | |||
Dated: March 8, 2011
EXHIBIT INDEX
Exhibit | Description | |
10.1
|
Employment Agreement, dated as of March 4, 2011, between iPayment, Inc. and Mark C. Monaco. |