Attached files
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EX-10.1 - EX-10.1 - LODGENET INTERACTIVE CORP | c56714exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 25, 2010
LODGENET INTERACTIVE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 0-22334 | 46-0371161 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
Incorporation) | Identification No.) |
3900 West Innovation Street, Sioux Falls, SD | 57107 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (605) 988-1000
n/a
(Former Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
o | Written communication 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.
On February 25, 2010, LodgeNet Interactive Corporation (the Company) entered into an
employment agreement with Frank P. Elsenbast, 44, pursuant to which Mr. Elsenbast has been engaged
as the Companys next Senior Vice President and Chief Financial Officer. Mr. Elsenbast will begin his
employment with the Company on or about April 19, 2010. Mr. Elsenbast will assume the responsibilities
currently held by Gary H. Ritondaro, who previously announced his intention to retire in mid-2010.
Mr. Elsenbast
brings more than 20 years of corporate finance, media industry
background and public
accounting experience to his new responsibilities with the Company. Since 2000, Mr. Elsenbast has
been employed with ValueVision Media, Inc. (NASD:VVTV) d/b/a ShopNBC, a multi-channel electronic
retailer serving 75 million homes in the US. Mr.
Elsenbast most recently served as Senior Vice President and CFO of ShopNBC since 2004. Prior to
joining ShopNBC, Mr. Elsenbast served in a variety of financial
and analytical roles with The
Pillsbury Company. Mr. Elsenbast began his career as a Certified Public Accountant with Arthur Andersen, LLP.
Under the Employment Agreement, Mr. Elsenbast will receive a salary of $340,000 per year, an
annual bonus calculated in the same manner as other senior vice
presidents of the Company except that
Mr. Elsenbast is guaranteed a minimum bonus of $75,000 in 2010, and other benefits consistent with
those received by Company officers in comparable positions. The Employment Agreement provides for
severance compensation equal to 18 months of salary in the event
of termination without Cause or with Good Reason following a
Change in Control, as such terms are defined in the Employment Agreement. In addition, on the date
he begins his employment, Mr. Elsenbast will receive a restricted stock grant of 20,000 shares of
the Companys common stock, which will vest half on the third anniversary of his employment and
half on the fourth anniversary of his employment. Mr. Elsenbast will also receive stock options to
purchase 30,000 shares of the Companys common stock at a purchase price equal to the closing stock
price on the day before his first day of employment. One-quarter (7,500 shares) of these options
will vest on each of the first, second, third and fourth anniversaries of his employment.
The Employment Agreement is attached as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1
|
Employment Agreement between the Company and Frank Elsenbast, dated February 25, 2010 |
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.
Date: March 2, 2010 | By | /s/ James G. Naro | ||
James G. Naro | ||||
Its | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
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