GOGO INC. (NASDAQ:GOGO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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For each of the Executives, the amendments provide that such Executive will be entitled to the same benefits if such Executive “resigns for good reason” as would be the case if an Executive’s employment is terminated by the Company without cause. |
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For each of the Executives, the amendments revise provisions conditioning the payment of severance upon execution by the Executive of a general release of all claims against the Company and a separation agreement, to provide that such payment is further conditioned upon such agreements being executed within 45 days of termination and upon any revocation period under such agreements having expired. |
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For each of the Executives, the amendments revise the definition of “cause,” which previously included “commission of repeated acts of substance abuse which are materially injurious to the Company,” to make a single act of substance abuse materially injurious to the Company a trigger for cause. |
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For each of the Executives, the amendments revise provisions relating to vacation and personal time off to reflect the Company’s broad internal change from vacation/personal time off to discretionary time off, which occurred in 2017. |
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For Mr.Chari, the amendments memorialize his annual bonus target at 75% of base salary, which has been his target bonus since he was promoted to Executive Vice President and Chief Technology Officer in 2013. |
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In light of the addition of performance vesting awards to the portfolio of equity awards issued by the Company, we amended the agreements for each of the Executives to provide that upon a “Qualifying Termination,” any unvested performance award will remain outstanding until the applicable performance vesting date (or 90 days after such date if the award is a stock option) and will vest or be forfeited based on the satisfaction of the applicable performance goals to the extent as if the Executive’s employment had continued through the applicable vesting date (with service-based vesting accelerated in full as of the date of termination). The treatment of such performance-vesting awards is consistent with the change in control terms provided in the applicable award agreements. Provisions related to the effect of a “qualifying termination” upon awards that vest on a service basis, which provide that in the event of a “qualifying termination” the vesting of such awards would accelerate in full, are not affected by the amendments. |
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For each of the Executives, the amendments revise the definition of “change of control”, which previously excluded an acquisition by the Thorne Affiliates (as defined in the Stockholders’ Agreement, dated as of December31, 2009, between AC Holdco Inc. and the parties thereto), and an acquisition by another entity that was a significant investor at the time such agreements were executed but subsequently ceased to be so, to exclude only an acquisition by the Thorne Affiliates. |
About GOGO INC. (NASDAQ:GOGO)
Gogo Inc. is a holding company. The Company is a provider of in-flight connectivity and wireless entertainment solutions for the aviation industry across the world. The Company operates through three segments: Commercial Aviation North America (CA-NA), Commercial Aviation Rest of World (CA-ROW) and Business Aviation (BA). The Company provides services on approximately 9,600 aircrafts. Its commercial aviation business operates through the Company’s CA-NA and CA-ROW segments, and provides connectivity-based solutions. Its BA segment offers a suite of in-flight Internet connectivity and other voice and data communications products and services to the business aviation market. It offers global network solutions, which include global satellite solutions for CA, global satellite solutions for BA and North American solutions for CA-NA and BA; airborne equipment and related services; passenger services; airline/owner/operator services, and connected aircraft services.