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EX-10.1 - Rovi Corp | ex10-1.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
February
10, 2010
Date of
Report (Date of earliest event reported)
Rovi
Corporation
(Exact
name of registrant as specified in its charter)
Delaware 000-53413 26-1739297
(State or
other jurisdiction
of (Commission (I.R.S.
employer
incorporation
or
organization) File
No.) identification
number)
2830
De La Cruz Boulevard
Santa
Clara, California 95050
(Address
of principal executive offices, including zip code)
(408)
562-8400
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Compensation Arrangements of Certain Officers
2010
Senior Executive Company Incentive
Plan
On
February 10, 2010, the Compensation Committee of the Board of Directors of Rovi
Corporation (the “Company”) approved the 2010 Senior Executive Company Incentive Plan (the
“Plan”), which is only applicable to the Chief Executive Officer and his
executive-level direct reports. Named executive officers will
participate in the Plan. A copy of the Plan is attached to this
report as Exhibit 10.1.
Under the
terms of the Plan, employees are provided cash incentive awards based upon the
Company’s and the individual employee’s performance. Company
performance is based upon the Company achieving a worldwide revenue target and a
worldwide operating profit target. Individual performance is based
upon the evaluation of the individual employee’s performance and contribution
for the fiscal year. Awards under the Plan will be weighted by
Company and individual performance components. Awards are targeted as
a percentage of a participant’s annual salary. Subject to the
Compensation Committee’s approval, the Chief Executive Officer has discretion to
vary the award to his executive-level direct reports based on his assessment of
the individual’s performance and contribution for the fiscal
year. The Compensation Committee set the 2010 bonus targets and
weighting for the named executive officers as follows:
Percentage
of Target
|
|||||
Name
and Title
|
2010
Target
(%
of Base Salary)
|
Revenue
Performance
|
Company
Performance
|
Individual
Performance
|
|
Alfred
J. Amoroso
President
& CEO
|
100%
|
0%
|
100%
|
0%
|
|
James
Budge
Chief
Financial Officer
|
65%
|
0%
|
75%
|
25%
|
|
Thomas
Carson
EVP,
Worldwide Sales and Services
|
50%
|
50%
|
37.5%
|
12.5%
|
|
Stephen
Yu
EVP
& General Counsel
|
60%
|
0%
|
75%
|
25%
|
2009 Bonuses and 2010 Base
Salaries
On
February 10, 2010, the Compensation Committee of the Board of Directors awarded
bonuses to the Company’s named executive officers (as defined in
Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange
Commission) in respect of the officers’ and the Company’s 2009 performance. The
bonus awards were based on the achievement of specified targets with respect to
the Company’s 2009 financial results and on each officer’s individual
performance. On February 10, 2010, the Compensation Committee also
approved to maintain the base salary for the named executive officers for 2010
at the same level as in effect at the end of 2009, with the exception of James
Budge, who had his base salary increased from $350,000 to
$375,000. The Compensation Committee annually evaluates the
performance and determines the compensation of the Company’s officers based on
the Compensation Committee’s assessment of the Company’s and each individual’s
performance, as well as compensation for competitive positions at companies in a
peer group established annually by the
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Compensation
Committee. The 2009 bonuses and 2010 base salaries approved by the
Compensation Committee for the named executive officers are as
follows:
Name
and Title
|
2009
Bonus
Paid
|
2010
Base Salary
|
||
Alfred
J. Amoroso
President
& Chief Executive Officer
|
$1,000,000
|
$550,000
|
||
James
Budge
Chief
Financial Officer
|
$342,956
|
$375,000
|
||
Thomas
Carson
Executive
Vice President, Worldwide Sales and Services
|
$332,120
|
$447,352
|
||
Stephen
Yu
Executive
Vice President & General Counsel
|
$239,850
|
$300,000
|
Item
9.01 Financial Statements
and Exhibits
The
following exhibits are furnished with this report on Form 8-K:
Exhibit
Number
|
Description
|
|
10.1
|
2010
Senior Executive Company Incentive
Plan
|
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Rovi Corporation | |||
(Registrant) | |||
Date:
February 12, 2010
|
By:
|
/s/ Stephen Yu | |
Stephen Yu | |||
EVP and General Counsel | |||
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