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| CELL > SEC Filings for CELL > Form 8-K on 8-Jan-2010 | All Recent SEC Filings |
8-Jan-2010
Change in Directors or Principal Officers
(e) Amendment to Employment Agreement with R. Bruce Thomlinson
On January 4, 2010, Brightpoint Australia Pty Ltd. ("Employer"), a subsidiary
of Brightpoint, Inc. (the "Registrant") entered into an amendment (the
"Amendment") to the employment agreement effective as of November 1, 2008
("Thomlinson Employment Agreement") with R. Bruce Thomlinson ("Thomlinson"), the
Registrant's President, Asia Pacific. The Thomlinson Employment Agreement
provides that either Mr. Thomlinson or the Employer may, at any time after
December 31, 2009, upon ninety days written notice, convert Mr. Thomlinson's
status to an independent contractor performing the duties of a consultant and
terminating his status as an employee. The Amendment provides that if the
Employer or Mr. Thomlinson has not exercised the option to convert
Mr. Thomlinson's status to an independent contractor for Employer, then, upon a
Change in Control, if in breach of the Thomlinson Employment Agreement, the
Employer terminates Mr. Thomlinson's employment other than pursuant to
Sections 6.1 (Termination - Death), 6.2 (Termination - Disability) or 6.3
(Termination - Cause) of the Thomlinson Employment Agreement, the Employer shall
pay Mr. Thomlinson the greater of (a) the salary that would be paid to
Mr. Thomlinson through the remaining term of the Thomlinson Employment
Agreement, which ends on December 31, 2013, or (b) US$1,000,000.
Employment and Relocation Agreements with Anurag Gupta
On January 4, 2010, the Registrant entered into an employment agreement (the
"Gupta Employment Agreement") and a relocation agreement (the "Gupta Relocation
Agreement") with Anurag Gupta ("Gupta"), the Registrant's President, Europe,
Middle East and Africa. Both agreements have an effective date of January 1,
2010. Mr. Gupta's annual salary under the Gupta Employment Agreement is
US$375,000 per annum and his cash bonus potential is US$187,500 (50% of his base
salary). The Gupta Employment Agreement also provides a one-time signing bonus
of US$150,000. The Gupta Employment Agreement specifies that Mr. Gupta will also
be eligible to participate in the Registrant's Executive Equity Plan, at an
initial participation rate of 125% of his Salary (initially US$468,750).
Mr. Gupta is entitled to an automobile allowance in the amount of €2,300 per
month. The Gupta Employment Agreement has an initial two year term, and,
following the initial term, is renewable automatically for successive one year
periods unless, more than 30 days prior to the expiration of the initial term or
any renewal term, either Mr. Gupta or the Registrant give the other party
written notice of non-renewal. If Mr. Gupta gives notice of non-renewal, his
employment shall terminate on the expiration of the initial term or the renewal
term in which notice was given, whichever is applicable. If the Registrant gives
notice of non-renewal or terminates the Gupta Employment Agreement without Cause
(as defined in the Gupta Employment Agreement), the term of Mr. Gupta's
employment shall be for a final one year period commencing on the effective date
of the notice of non-renewal, unless terminated earlier pursuant to Section 6 of
the Gupta Employment Agreement. Mr. Gupta can terminate his employment upon six
months written notice. If the Registrant terminates Mr. Gupta's employment for
Cause or as a result of Mr. Gupta's death or disability, then Mr. Gupta is
entitled to receive his base salary through the date of his termination, death
or disability, as applicable. If the Registrant terminates Mr. Gupta other than
for Cause, death or disability, then Mr. Gupta is entitled to reasonable
relocation costs to repatriate Mr. Gupta and his family to the
United States, as well as Mr. Gupta's salary through the date of such
termination. Additionally, the Registrant shall give Mr. Gupta the opportunity
to execute a Separation Agreement and Release of Claims which shall include
provisions for (i) a separation payment and (ii) the immediate vesting of all
options and/or restricted stock units granted to Mr. Gupta. The separation
payment shall be the lesser of (i) an amount equal to the cash compensation
defined as base salary and bonus opportunity that would be paid to Mr. Gupta
during the remaining term of the Gupta Employment Agreement (such amount shall
not be less than one year's base salary) or (ii) US$1,000,000. The Gupta
Employment Agreement also contains non-competition and confidentiality
provisions.
The Gupta Relocation Agreement was approved as an incentive for Mr. Gupta to
move from the United States to Europe and to help him defray certain costs
associated with his and his family's relocation. The Gupta Relocation Agreement
has a term of the lesser of (i) the amount of time Mr. Gupta remains employed by
the Registrant and resides in Europe or an agreed location in the territory and
(ii) January 1, 2012. The Gupta Relocation Agreement includes the following
benefits: annual housing benefit of €96,000, four business class tickets per
year for family trips to the United States, two business class tickets prior to
relocation, tax equalization, if necessary, to equalize his tax liability to
what it would be if he was in the United States, health insurance benefits for
Mr. Gupta and his family, reimbursement or direct payment of the reasonable
costs associated with moving Mr. Gupta's household goods, including one car, and
temporary housing benefits for three months.
The descriptions of the Amendment, the Gupta Employment Agreement and the
Gupta Relocation Agreement are qualified in their entirety by reference to the
actual agreements, copies of which are annexed hereto as Exhibits 10.1, 10.2 and
10.3, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 10.1 - Amendment No. 1 dated as of January 4, 2010 to the Employment
Agreement between Brightpoint Australia Pty Ltd. and Raymond Bruce
Thomlinson.
Exhibit 10.2 - Employment Agreement dated as of January 4, 2010 between the
Registrant and Anurag Gupta.
Exhibit 10.3 Relocation Agreement dated as of January 4, 2010 between the
Registrant and Anurag Gupta.
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