Xactly Corporation (NASDAQ:XTLY) 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. |
On December13, 2016, the Compensation Committee (the Committee)
of the Board of Directors of Xactly Corporation (the Company)
approved various compensation arrangements for
ChristopherW.Cabrera, our founder and chief executive officer, L.
Evan Ellis, Jr., our president and chief operating officer, and
Joseph C. Consul, our chief financial officer.
The Committee approved new base salary and bonus opportunity
targets for fiscal year 2018 for these three named executive
officers. The table below sets forth the annual base salary and
annual target bonus for these executives that will be effective
on February1, 2017 for fiscal year 2018. The bonus amounts will
be determined based upon achievement of a mix of Company and
individual performance objectives to the Companys fiscal year
2018 bonus plan, which will be similar to the Companys fiscal
year 2016 bonus plan as described in the Companys definitive
proxy statement filed with the Securities and Exchange Commission
on May20, 2016.
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Name |
AnnualBase Salary for Fiscal Year 2018 | AnnualTarget Bonus for Fiscal Year 2018 | ||||||
|
ChristopherW.Cabrera |
$ | 400,000 | $ | 360,000 | ||||
|
L. Evan Ellis, Jr. |
$ | 335,000 | $ | 201,000 | ||||
|
Joseph C. Consul |
$ | 327,000 | $ | 163,500 |
The Committee also approved new stock option, restricted stock
unit and performance-based restricted stock unit awards under the
Companys 2015 Equity Incentive Plan (the 2015 Plan) to these
named executive officers, as set forth below, which were granted
on December15, 2016. The stock options grant the right to
purchase shares of common stock at the fair market value on the
grant date, which was $11.20 per share. Both the stock option and
restricted stock unit awards are subject in each case to the
Companys standard vesting terms. The performance-based restricted
stock unit awards are subject to vesting based on performance
goals and other vesting criteria, as described in more detail
below.
|
Name |
StockOptions | RestrictedStock Units | Performance- Based RestrictedStock Units | |||||||||
|
ChristopherW.Cabrera |
167,000 | 35,000 | 4,600 | |||||||||
|
L. Evan Ellis, Jr. |
83,000 | 40,000 | 2,600 | |||||||||
|
Joseph C. Consul |
72,000 | 35,000 | 2,600 |
Each of the performance-based restricted stock unit awards
provides that, if the Company achieves positive cash flow from
operations for the full fiscal year 2018 (the Performance
Condition), then 50% of the number of performance-based
restricted stock units shown above will vest on the date that the
Committee approves such Performance Condition (the Determination
Date), subject to such executives continued service to the
Company through such date. The remaining 50% of the
performance-based restricted stock units will vest on the date
that is twelve months following the Determination Date, subject
to such executives continued service to the Company through such
date. If the Company experiences a change in control prior to the
Determination Date, any outstanding performance-based restricted
stock units will be deemed achieved at target and convert to a
time-based schedule upon such change in control, with ratable
quarterly vesting over two years beginning on April30, 2017,
subject to the applicable executive officers continued service.
Each of the performance-based restricted stock unit awards is
also subject to any applicable vesting acceleration provisions
contained in the 2015 Plan and/or any existing employment
agreement, offer letter, change of control severance agreement or
other agreement between the Company and the executive.
The foregoing description is qualified in its entirety by
reference to the actual performance-restricted stock
unit agreement evidencing such grants, the form of which is filed
as Exhibit 10.3 to the Companys S-1 Registration Statement filed
with the Securities and Exchange Commission on June15, 2015 and
each named executive officers change of control severance
agreement filed as Exhibit 10.7 to the Companys S-1 Registration
Statement filed with the Securities and Exchange Commission on
May19, 2015.
About Xactly Corporation (NASDAQ:XTLY)