Actua Corporation (NASDAQ:ACTA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
2017 Performance Plan and Performance
Shares
On March10, 2017, Actuas (Actuas) Board of Directors (the
Board) established the Actua 2017 Performance Plan (the
Performance Plan). The Performance Plan sets forth
specific business goals against which Actuas executive officers
and other employees will be measured for the purpose of awarding
bonuses and vesting performance shares for the year ending
December31, 2017. Awards under the Performance Plan can range
from between 0% and 200%of an individuals target amount.
Actuas 2017 goals under the Performance Plan include quantitative
goals representing 70%of the bonus potential and qualitative
goals representing 30%of the bonus potential. The relative
weighting of each element of the Actua-specific goals is as
follows:
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20%of the potential bonus award is tied to the achievement by Actua of a specified consolidated GAAP revenue goal; |
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25%of the potential bonus award is tied to the achievement by Actua of a specified bookings goal; |
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25% of the bonus potential is tied to the achievement by Actua of a specified consolidated adjusted non-GAAP earnings before interest, taxes, depreciation and amortization (EBITDA) goal; and |
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30%of the potential bonus is tied to Actuas execution against the following qualitative goals: (1)execution of Board-approved strategic initiatives, (2)capital management and (3)reaction to unforeseen market/business conditions. |
Following the end of the 2017 year, the Compensation Committee of
the Board (the Compensation Committee) will evaluate
Actuas 2017 performance and determine the extent (expressed as a
percentage) to which the 2017 Actua Performance Plan goals and
individual goals, if applicable, were achieved (such percentage,
the Achievement Percentage). The Compensation Committee
will then provide for the vesting of performance shares and/or
award cash bonuses in accordance with each individuals
Achievement Percentage under the terms of the Performance Plan.
OnMarch 10, 2017, the members of Actuas senior management team,
including each of Actuas executive officers, were issued
performance shares valued at 50%of their respective individual
target bonuses under the Performance Plan, based on a per share
price of $13.85 (i.e., the closing market price of Actuas Common
Stock on that date) (such shares, the Performance Shares).
If and to the extent that any such individuals Achievement
Percentage is determined to be:
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greater than 0% but less than 50%, a percentage of his or her shares equal to the Achievement Percentage will vest; or |
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greater than or equal to 50%, all of his or her Performance Shares will vest. |
Any bonus payable under the Performance Plan to a recipient of
Performance Shares by virtue of that recipients Achievement
Percentage exceeding 50%would be paid in cash. Any bonus payable
to Actua employees that are not members of the senior management
team would be paid solely in cash based on such individuals
Achievement Percentage.
The foregoing descriptions of the Performance Plan and the
Performance Shares do not purport to be complete and are
qualified in their respective entireties by reference to the
actual text of the Performance Plan and the form of 2017
Performance Plan Restricted Share Agreement, which are attached
hereto as Exhibits 10.1 and 10.2, respectively, and
are incorporated by reference herein.
Amendment of Executive Employment
Agreement
On March10, 2017, Actua entered into a letter agreement with R.
Kirk Morgan, its Chief Financial Officer, that amends and
restates the terms of Mr.Morgans letter agreement with Actua,
dated December16, 2014. The amended and restated agreement
extends to December31, 2020 the term through which the
termination of Mr.Morgans employment without cause would trigger
certain severance benefits, as specified in the agreement.
Otherwise, the amended and restated agreement contains
substantially the same terms as those contained in Mr.Morgans
prior letter agreement.
The foregoing description of Mr.Morgans amended and restated
agreement does not purport to be complete and is qualified in its
entirety by the actual amended and restated agreement, a copy of
which is attached hereto as Exhibit 10.3 and is
incorporated herein by reference.
Amendment of Omnibus Equity Plan
On March10, 2017, the Board adopted Actuas Seventh Amended and
Restated 2005 Omnibus Equity Plan (as so amended and restated,
the Amended Plan). The Amended Plan memorializes Actuas
long-standing practice of not repurchasing outstanding grants of
options, stock appreciation rights or other stock-based awards
with an exercise price in excess of the then-current fair market
value. The Amended Plan also allows for grants to be made to
Actuas directors in connection with their service on the Board or
any committee thereof without any minimum vesting period.
The foregoing description of the Amended Plan does not purport to
be complete and is qualified in its entirety by reference to the
actual text of the Amended Plan. A copy of the Amended Plan is
attached hereto as Exhibit 10.4 and is incorporated by
reference herein.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
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ExhibitNo. |
Description |
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| 10.1 | Actua Corporation 2017 Performance Plan | |
| 10.2 | Form of 2017 Performance Plan Restricted Share Agreement | |
| 10.3 |
Letter Agreement, dated as of March10, 2017, by and between Actua Corporation and R. Kirk Morgan |
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| 10.4 |
Actua Corporation Seventh Amended and Restated 2005 Omnibus Equity Plan |
About Actua Corporation (NASDAQ:ACTA)
Actua Corporation, formerly ICG Group, Inc., is a multi-vertical cloud technology company. The Company operates through two segments, which include the vertical cloud segment and the vertical cloud (venture) segment. The Company’s vertical cloud-based businesses include Bolt Solutions Inc. (Bolt), Folio Dynamics Holdings Inc. (FolioDynamix), GovDelivery Holdings, Inc. (GovDelivery) and VelocityEHS Holdings, Inc. (VelocityEHS), which operate in the commercial and personal property and casualty insurance, wealth management, government communications and environmental, health and safety (EH&S) markets, respectively. The vertical cloud (venture) businesses include InstaMed Holdings, Inc. (InstaMed) and Parchment Inc. (Parchment), which operate a cloud-based healthcare payments network and an education credentials technology, respectively. Actua Corporation (NASDAQ:ACTA) Recent Trading Information
Actua Corporation (NASDAQ:ACTA) closed its last trading session down -0.25 at 13.85 with 211,910 shares trading hands.