comScore, Inc. (NASDAQ:SCOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
reorganization of its technology and product teams into a unified
group reporting to the Companys Chief Operating Officer Cameron
Meierhoefer. In connection with the reorganization, the Companys
Chief Technology Officer, Michael Brown, will transition from his
executive officer role effective July 7, 2017 (the Separation
Date) but will continue to assist the Company as a consultant for
three months to facilitate the reorganization.
General Release Agreement (the Separation Agreement) to which the
Company will pay Mr. Brown: (i) severance equal to his current
base salary of $330,480 for a period of 12 months following the
Separation Date; (ii) all accrued but unpaid salary and vacation
earned through the Separation Date; and (iii) if Mr. Brown elects
continuation coverage to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (COBRA), and for so long
as Mr. Brown has not elected replacement coverage, the COBRA
premiums for such coverage (at the coverage levels in effect
immediately prior to the Separation Date) for the 12-month period
of his severance payments. These amounts are consistent with Mr.
Browns existing Change of Control and Severance Agreement and are
contingent upon Mr. Browns execution and non-revocation of a
general release of claims and compliance with certain
confidentiality, non-competition and non-solicitation
obligations.
Agreement to which Mr. Brown has agreed to assist the Company
during a transition period from July 10, 2017 until October 13,
2017 (such period, the Transition Period). The Consulting
Agreement provides, among other things, that Mr. Brown will be
entitled to receive a consulting fee of $50,000 per month during
the Transition Period. In the event of early termination of the
Consulting Agreement, Mr. Brown will only be entitled to
compensation through his last day of service.
Consulting Agreement do not purport to be complete and are
qualified in their entirety by reference to the Separation
Agreement and the Consulting Agreement, copies of which are filed
herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are
incorporated herein by reference.
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Exhibit No.
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Description
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10.1
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Separation and General Release Agreement, dated as of
June 15, 2017, by and between comScore, Inc. and Michael Brown. |
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10.2
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Consulting Agreement, dated as of June 15, 2017, by and
between comScore, Inc. and Michael Brown. |
About comScore, Inc. (NASDAQ:SCOR)
comScore, Inc. is a cross-platform measurement company. The Company provides independent data, metrics, products and services to clients in the media, advertising and marketing industries. The Company delivers digital media analytics that help content owners and advertisers understand the composition of consumer media audiences, and also helps marketers understand the performance and effectiveness of advertising targeted at these audiences. The Company measures what people do as they navigate the digital world across multiple technology platforms and devices, including smartphones, tablets, televisions and desktop computers. The Company’s technology measures consumer interactions with digital media, including Websites, applications, video programming and advertising. Its solutions include Audience Analytics, Activation, Advertising Analytics and Movies Worldwide. The Company’s Audience Analytics products include MMX, Video Metrix, Mobile Metrix, qSearch and OnDemand Essentials.