Progress Software Corporation (NASDAQ:PRGS) 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
On March 29, 2017, Progress Software Corporation (the Company)
announced that Paul Jalbert, Chief Accounting Officer, had been
named the Companys new Chief Financial Officer. Mr. Jalbert
replaces Kurt Abkemeier, who left the Company effective as of
March 24, 2017. Mr. Abkemeiers departure was not related to any
disagreement on any matter relating to the Companys accounting
practices or financial statements.
announced that Paul Jalbert, Chief Accounting Officer, had been
named the Companys new Chief Financial Officer. Mr. Jalbert
replaces Kurt Abkemeier, who left the Company effective as of
March 24, 2017. Mr. Abkemeiers departure was not related to any
disagreement on any matter relating to the Companys accounting
practices or financial statements.
Mr. Jalbert, age 59, was previously the Companys Vice President,
Chief Accounting Officer, a position he assumed upon joining the
Company in August 2012. Prior to joining the Company, Mr. Jalbert
was Senior Vice President and Corporate Controller of Picis,
Inc., a privately-held provider of healthcare software solutions,
from September 2008 until August 2010, when Picis, Inc. was
acquired by UnitedHealth Group. Mr. Jalbert remained with
UnitedHealth Group following the acquisition on a transition
basis until shortly before he joined the Company.
Chief Accounting Officer, a position he assumed upon joining the
Company in August 2012. Prior to joining the Company, Mr. Jalbert
was Senior Vice President and Corporate Controller of Picis,
Inc., a privately-held provider of healthcare software solutions,
from September 2008 until August 2010, when Picis, Inc. was
acquired by UnitedHealth Group. Mr. Jalbert remained with
UnitedHealth Group following the acquisition on a transition
basis until shortly before he joined the Company.
Mr. Jalberts Employment Agreement
In connection with his appointment as Chief Financial Officer, as
of March 24, 2017, the Company and Mr. Jalbert entered into an
employment agreement setting forth Mr. Jalberts compensation and
certain other employment terms. to this employment agreement, Mr.
Jalbert will be paid a base salary of $375,000 per year and he
will be eligible to participate in the Companys Corporate Bonus
Plan at an aggregate annual target rate of $225,000.
of March 24, 2017, the Company and Mr. Jalbert entered into an
employment agreement setting forth Mr. Jalberts compensation and
certain other employment terms. to this employment agreement, Mr.
Jalbert will be paid a base salary of $375,000 per year and he
will be eligible to participate in the Companys Corporate Bonus
Plan at an aggregate annual target rate of $225,000.
Under the employment agreement, Mr. Jalbert was issued an annual
equity award with a value of $1,000,000, with (i) 50% of this
equity award consisting of performance share units (PSUs) under
the Companys Long Term Incentive Plan (LTIP) applicable to
executive officers, with the PSUs to be earned based on the
Companys relative total shareholder return over a three-year
performance period ending on November 30, 2019, (ii) 30% of this
annual equity award consisting of restricted stock units (RSUs),
and (iii) 20% of this award consisting of stock options. Subject
to continued employment, the RSUs will vest in equal installments
semi-annually over three years, with the first such vest to occur
on October 1, 2017 and the remaining installments vesting every
six months thereafter. Subject to continued employment, the stock
options will vest in equal installments semi-annually over four
years, with the first such vest to occur on October 1, 2017 and
the remaining installments vesting every six months thereafter.
equity award with a value of $1,000,000, with (i) 50% of this
equity award consisting of performance share units (PSUs) under
the Companys Long Term Incentive Plan (LTIP) applicable to
executive officers, with the PSUs to be earned based on the
Companys relative total shareholder return over a three-year
performance period ending on November 30, 2019, (ii) 30% of this
annual equity award consisting of restricted stock units (RSUs),
and (iii) 20% of this award consisting of stock options. Subject
to continued employment, the RSUs will vest in equal installments
semi-annually over three years, with the first such vest to occur
on October 1, 2017 and the remaining installments vesting every
six months thereafter. Subject to continued employment, the stock
options will vest in equal installments semi-annually over four
years, with the first such vest to occur on October 1, 2017 and
the remaining installments vesting every six months thereafter.
Mr. Jalbert also received a special RSU award with a value of
$1,000,000 (the Special RSU Award). The Special RSU Award will
vest on March 24, 2020, subject to continued employment. The
Special RSU Award is subject to accelerated vesting as described
below.
$1,000,000 (the Special RSU Award). The Special RSU Award will
vest on March 24, 2020, subject to continued employment. The
Special RSU Award is subject to accelerated vesting as described
below.
Mr. Jalberts employment agreement also provides that in the event
that his employment is terminated as a result of an Involuntary
Termination (as defined below), he will be eligible to receive
the following severance and other benefits: (a) the payment of
cash severance equal to twelve (12) months of total target cash
compensation as of the date of termination, which will be paid
over twelve (12) months, (b) the continuation, for a period of
twelve (12) months, of benefits that are substantially equivalent
to the benefits (medical, dental, vision and life insurance) that
were in effect immediately prior to termination, and (c) twelve
(12) months of acceleration of unvested stock options and RSUs.
If the Involuntary Termination occurs (A) on or before March 24,
2018, vesting with respect to 25% of the Special RSU Award will
accelerate, or (B) after March 24, 2018 but prior to March 24,
2019, the vesting of 50% of the Special RSU Award will
accelerate. No PSUs (including PSUs under the LTIP), and no other
RSUs (except those described above), will vest or be accelerated.
that his employment is terminated as a result of an Involuntary
Termination (as defined below), he will be eligible to receive
the following severance and other benefits: (a) the payment of
cash severance equal to twelve (12) months of total target cash
compensation as of the date of termination, which will be paid
over twelve (12) months, (b) the continuation, for a period of
twelve (12) months, of benefits that are substantially equivalent
to the benefits (medical, dental, vision and life insurance) that
were in effect immediately prior to termination, and (c) twelve
(12) months of acceleration of unvested stock options and RSUs.
If the Involuntary Termination occurs (A) on or before March 24,
2018, vesting with respect to 25% of the Special RSU Award will
accelerate, or (B) after March 24, 2018 but prior to March 24,
2019, the vesting of 50% of the Special RSU Award will
accelerate. No PSUs (including PSUs under the LTIP), and no other
RSUs (except those described above), will vest or be accelerated.
Receipt of the severance and benefits is subject to the execution
of a standard separation and release agreement. Separation
payments upon any Involuntary Termination of Mr. Jalberts
employment within twelve months following a change in control
would be governed by the Employee Retention and Motivation
Agreement we previously entered into with Mr. Jalbert and not by
Mr. Jalberts employment agreement. The terms of Mr. Jalberts
Employee Retention and Motivation Agreement are substantially
identical to the Employee Retention and Motivation Agreements we
have entered into with our other executive officers.
of a standard separation and release agreement. Separation
payments upon any Involuntary Termination of Mr. Jalberts
employment within twelve months following a change in control
would be governed by the Employee Retention and Motivation
Agreement we previously entered into with Mr. Jalbert and not by
Mr. Jalberts employment agreement. The terms of Mr. Jalberts
Employee Retention and Motivation Agreement are substantially
identical to the Employee Retention and Motivation Agreements we
have entered into with our other executive officers.
An Involuntary Termination is defined in the employment agreement
as a termination of employment by the Company other than for
Cause (as defined in the employment agreement), disability or
death or a termination by Mr. Jalbert as a result of certain
events occurring without his consent such as an assignment to him
of duties, a
as a termination of employment by the Company other than for
Cause (as defined in the employment agreement), disability or
death or a termination by Mr. Jalbert as a result of certain
events occurring without his consent such as an assignment to him
of duties, a
significant reduction of his duties, either of which is
materially inconsistent with his position prior to the assignment
or reduction, or the removal of Mr. Jalbert from such position, a
material reduction in Mr. Jalberts base salary or target bonus, a
relocation of Mr. Jalbert to a facility or location more than
fifty miles from his then present location or a material breach
of the employment agreement by the Company.
materially inconsistent with his position prior to the assignment
or reduction, or the removal of Mr. Jalbert from such position, a
material reduction in Mr. Jalberts base salary or target bonus, a
relocation of Mr. Jalbert to a facility or location more than
fifty miles from his then present location or a material breach
of the employment agreement by the Company.
The standard separation and release agreement will also include
non-competition and related covenants. The non-competition
covenant will be in effect for the duration of the period in
which severance and other benefits are paid. The non-competition
covenant relates to certain businesses with similar product areas
and activities as the Company.
non-competition and related covenants. The non-competition
covenant will be in effect for the duration of the period in
which severance and other benefits are paid. The non-competition
covenant relates to certain businesses with similar product areas
and activities as the Company.
The preceding description of Mr. Jalberts employment agreement is
qualified in its entirety by reference to the full text of the
employment agreement filed as Exhibit 10.1 to this Form 8-K.
qualified in its entirety by reference to the full text of the
employment agreement filed as Exhibit 10.1 to this Form 8-K.
Except as described above, there are no arrangements or
understandings between Mr. Jalbert and any other person to which
he was appointed to his new position. There are no family
relationships between Mr. Jalbert and any of the Companys
directors or executive officers, nor is the Company aware, after
inquiry of Mr. Jalbert, of any related-person transaction or
series of transactions required to be disclosed under the rules
of the Securities and Exchange Commission.
understandings between Mr. Jalbert and any other person to which
he was appointed to his new position. There are no family
relationships between Mr. Jalbert and any of the Companys
directors or executive officers, nor is the Company aware, after
inquiry of Mr. Jalbert, of any related-person transaction or
series of transactions required to be disclosed under the rules
of the Securities and Exchange Commission.
Mr. Abkemeiers Termination
In connection with the termination of Mr. Abkemeiers employment,
the Company will provide Mr. Abkemeier with the severance and
other benefits required by the Employment Agreement we previously
entered into with Mr. Abkemeier effective September 28, 2016. Per
the terms of Mr. Abkemeiers Employment Agreement, Mr. Abkemeier
will receive the following severance and other benefits: (a) the
payment of cash severance equal to twelve (12) months of his
total target cash compensation, which will be paid over twelve
(12) months, (b) the continuation, for a period of twelve (12)
months, of benefits that are substantially equivalent to the
benefits (medical, dental, vision and life insurance) that were
in effect immediately prior to termination, and (c) twelve (12)
months of acceleration of restricted stock units and stock
options. In addition, the vesting of one-third of the special
restricted stock unit award that Mr. Abkemeier received upon
joining the Company will accelerate. All of Mr. Abkemeiers other
equity awards terminated.
the Company will provide Mr. Abkemeier with the severance and
other benefits required by the Employment Agreement we previously
entered into with Mr. Abkemeier effective September 28, 2016. Per
the terms of Mr. Abkemeiers Employment Agreement, Mr. Abkemeier
will receive the following severance and other benefits: (a) the
payment of cash severance equal to twelve (12) months of his
total target cash compensation, which will be paid over twelve
(12) months, (b) the continuation, for a period of twelve (12)
months, of benefits that are substantially equivalent to the
benefits (medical, dental, vision and life insurance) that were
in effect immediately prior to termination, and (c) twelve (12)
months of acceleration of restricted stock units and stock
options. In addition, the vesting of one-third of the special
restricted stock unit award that Mr. Abkemeier received upon
joining the Company will accelerate. All of Mr. Abkemeiers other
equity awards terminated.
As a condition to the receipt of the severance benefits described
above, Mr. Abkemeier executed a release of claims that includes
non-competition, non-disparagement and related covenants.
above, Mr. Abkemeier executed a release of claims that includes
non-competition, non-disparagement and related covenants.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated March 24, 2017, by and
between Progress Software Corporation and Paul Jalbert |
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99.1
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Press release issued by Progress Software Corporation,
dated March 29, 2017 |
About Progress Software Corporation (NASDAQ:PRGS)
Progress Software Corporation is a global software company. The Company offers solutions in the development, deployment and management of business applications on premise or in the cloud, on platforms or devices, to various data sources. The Company operates through three segments: OpenEdge; Data Connectivity and Integration, and Application Development and Deployment. The solutions within the OpenEdge business segment include Progress OpenEdge and Progress Corticon. The Data Connectivity and Integration business segment is focused on its data assets, including the data integration components of its cloud offerings. The solutions within Data Connectivity and Integration business segment include Progress DataDirect Connect and Progress DataDirect Cloud. The solutions within the Application Development and Deployment business segment include Telerik Dev Tools, Telerik Dev Cloud, Telerik Platform, Telerik ALM, Telerik Sitefinity, Progress Rollbase and Modulus. Progress Software Corporation (NASDAQ:PRGS) Recent Trading Information
Progress Software Corporation (NASDAQ:PRGS) closed its last trading session down -0.30 at 29.05 with 657,472 shares trading hands.