UNITED STATES
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
Date of Report (Date of earliest event reported): January 4, 2010
(Exact name of registrant as specified in its charter)
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Indiana
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1-12845
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35-1778566 |
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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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7635 Interactive Way, Suite 200, Indianapolis, Indiana
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46278 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (317) 707-2355
Not Applicable
(Former 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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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. |
(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 Registrants 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. Thomlinsons 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. Thomlinsons 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. Thomlinsons 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 Registrants President, Europe, Middle East and Africa. Both agreements have an
effective date of January 1, 2010. Mr. Guptas 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
Registrants 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. Guptas 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. Guptas employment for Cause or as a result of Mr. Guptas
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
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United States, as well as Mr. Guptas 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 years 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 familys
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. Guptas 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.
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(d)
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Exhibit 10.1
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Amendment No. 1 dated as of January 4, 2010 to the Employment Agreement between
Brightpoint Australia Pty Ltd. and Raymond Bruce Thomlinson. |
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Exhibit 10.2
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Employment Agreement dated as of January 4, 2010 between the Registrant and
Anurag Gupta. |
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Exhibit 10.3
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Relocation Agreement dated as of January 4, 2010 between the Registrant and
Anurag Gupta. |
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