Attached files
| file | filename |
|---|---|
| EX-10.1 - FORM OF RESTRICTED STOCK UNIT AWARD - ChyronHego Corp | ex10nov1309.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________
FORM
8-K
CURRENT
REPORT,
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (Date of earliest event reported): November 9,
2009
CHYRON
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
New York
|
1-9014
|
11-2117385
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
5
Hub Drive
|
|
|
Melville, New York
|
11747
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (631) 845-2000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
1
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On
November 9, 2009, the Board of Directors (the “Board”) of Chyron Corporation
(the “Company”), upon recommendation of the Compensation Committee of the Board,
awarded 225,000 restricted stock units (“RSUs”) to certain employees of the
Company, including the Company’s named executive officers. The RSUs were awarded
under the Company’s 2008 Long-Term Incentive Plan (the “Plan”) and will entitle
the recipient to one share of the Company’s common stock for each RSU when the
applicable vesting period for that RSU is met.
The named
executive officers receiving the RSUs and the number of RSUs received are as
follows:
|
Named Executive Officer
|
Number of RSUs Awarded
|
|
Michael
Wellesley-Wesley
|
74,336
|
|
Jerry
Kieliszak
|
28,959
|
|
Kevin
Prince
|
28,959
|
|
TOTAL
|
132,254
|
Pursuant
to the terms of each RSU agreement, the RSUs are scheduled to vest quarterly in
12 equal installments on the first trading day of each calendar quarter for
twelve consecutive quarters commencing after December 31, 2009, such that the
RSUs will be fully vested in three years.
If a
recipient’s employment with the Company terminates for any reason, then the RSUs
that remain unvested as of the date of the termination of the recipient’s
employment will be forfeited immediately without
compensation. Pursuant to the terms of the Plan, if the Company
undergoes a “Change in Control” (as defined in the Plan), then the Compensation
Committee of the Board shall waive any or all Company vesting, repurchase and/or
forfeiture rights with respect to RSUs that are not then vested.
The RSUs
will be settled solely by the delivery of shares of the Company’s common stock,
equal to the number of RSUs in which the recipient vests, to a brokerage account
to be established for each recipient. The Company shall direct the broker to
sell a sufficient number of shares from the recipient’s brokerage account and
deliver the proceeds to the Company so as to provide a sufficient amount of cash
to satisfy the recipient’s required payroll and income tax withholding
obligations.
Until
vested, the RSUs may not be transferred, and the shares of common stock received
upon vesting shall be subject to the Company’s insider trading policy unless the
recipient has made a valid election to transfer or sell the shares in compliance
with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. In
addition, recipients shall have no rights as stockholders, including the right
to receive any dividends or other distributions on shares of Company common
stock, until the RSUs have vested and shares of Company common stock have been
issued.
2
The RSUs
shall terminate on the earlier of the date that the recipient’s employment with
the Company terminates for any reason, and the date on which the last tranche of
the units vest and shares of common stock are delivered to the
recipient.
The
description of the RSUs set forth herein is qualified in its entirety by
reference to the complete terms and conditions of the Form of Restricted Stock
Unit Award filed as Exhibit 10.1 to this Form 8-K and incorporated by
reference into Item 5.02(e) of this Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
(d)
|
10.1
|
Form
of Restricted Stock Unit Award under the Chyron Corporation 2008 Long-Term
Incentive Plan
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report on
Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
CHYRON
CORPORATION
|
By:
|
/s/
Jerry Kieliszak
|
|
|
Name:
|
Jerry
Kieliszak
|
|
|
Title:
|
Senior
Vice President and
|
|
|
Chief
Financial Officer
|
|
Exhibit No.
|
Description
|
|
10.1
|
Form
of Restricted Stock Unit Award under the Chyron Corporation 2008 Long-Term
Incentive Plan.
|
Date: November
13, 2009
3