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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): April 13, 2010
SAPIENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-28074 04-3130648
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(Commission (IRS Employer
File Number) Identification No.)
131 Dartmouth Street, Boston, MA 02116
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(Address of Principal (Zip Code)
Executive Offices)
(617) 621-0200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
[ ] 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))
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Item 5.02 Compensatory Arrangements of Certain Officers
On April 13, 2010, Sapient Corporation ("Sapient") entered into change in
control severance agreements with certain of its senior officers, including its
named executive officers other than Dr. Christian Oversohl, which provide
severance benefits in the event of certain terminations of the officer's
employment following or in connection with a change in control of Sapient (the
"Change in Control Agreements"). The severance benefits provided under the
Change in Control Agreements supersede all change in control severance benefits
provided to those officers in this group who had pre-existing agreements with
Sapient. In addition, in connection with entering into the Change in Control
Agreements, each officer entered into a new Fair Compete Agreement and a new
Confidentiality Agreement with Sapient.
The initial term of each Change in Control Agreement expires on December 31,
2012, but will be automatically extended each January 1, beginning on January 1,
2012, for additional one year periods, unless Sapient or the applicable officer
gives notice by September 30 of the prior year not to extend the term. In the
event of a change in control of Sapient, the term of each Change in Control
Agreement will expire no earlier than 24 months following the change in control.
Pursuant to the Change in Control Agreements, each officer is entitled to the
following severance benefits in the event of termination of the officer's
employment other than (a) by Sapient for cause, (b) by reason of death or
disability, or (c) by the officer without good reason, in each case, within two
years following (or, in certain circumstances, within six months preceding) a
change in control of Sapient: (i) a multiple of the officer's base salary and
target annual bonus (two times for Joseph Tibbetts, Senior Vice President and
Chief Financial Officer; one-and-one-half times for Alan Herrick, President and
Chief Executive Officer, and Alan Wexler, Senior Vice President - North America;
and one time for Jane Owens, Senior Vice President, General Counsel and
Secretary); (ii) continued life, accident, and health insurance benefits for a
specified period (24 months for Mr. Tibbetts; 18 months for Messrs. Herrick and
Wexler; and 12 months for Ms. Owens); (iii) any unpaid incentive compensation
for a completed fiscal year (or other measuring period) that, as of the
officer's termination date, was contingent only on the officer's continued
employment; (iv) a pro-rata target incentive award for the officer's performance
in the year of termination; (v) outplacement services for 24 months; and (vi)
immediate vesting of all then unvested Sapient equity awards held by the officer
(with any stock options so held generally remaining exercisable for a length of
time following the officer's termination of employment equal to the officer's
benefits continuation period). If an officer is entitled to any change in
control payments that would constitute "excess parachute payments" subject to
the excise tax imposed under Section 4999 of the Internal Revenue Code, the
officer's payments will be reduced to the extent necessary to avoid the excise
tax, but only if such reduction results in a higher after-tax payment to the
officer.
Sapient has also agreed to pay all legal fees and expenses incurred by an
officer in disputing in good faith any issue under a Change in Control Agreement
relating to the termination of an officer's employment, in seeking in good faith
to obtain or enforce any benefit or right provided by a Change in Control
Agreement or in connection with any tax audit or proceeding relating to Section
4999 of the Internal Revenue Code.
For purposes of the Change in Control Agreements:
"Change in control" of Sapient is generally defined as occurring when (i)
any person becomes the beneficial owner of securities of Sapient
representing 40% or more of the combined voting power of Sapient's then
outstanding securities; (ii) individuals constituting the board of
directors of Sapient on April 13, 2010 (or whose appointment, election or
nomination for election was approved or recommended by at least two-thirds
(2/3) of the then-existing board of directors, excluding any director whose
initial assumption of office is in connection with an actual or threatened
election contest) cease to constitute a majority of the board of directors;
(iii) a merger of Sapient or sale of all or substantially all of Sapient's
assets is consummated, other than a merger or sale following which the
board members immediately prior to such merger or sale constitute at least
a majority of the board; or (iv) the stockholders of Sapient approve a plan
of complete liquidation or dissolution of Sapient.
"Cause" is generally defined as the (i) willful and continued failure by
the officer to substantially perform the officer's duties with the Company,
which has not been cured within 30 days of receipt of a written demand from
Sapient's board of directors for substantial performance; or (ii) willful
engaging by the officer in conduct that is demonstrably and materially
injurious to Sapient, monetarily or otherwise.
"Good reason" is generally defined as the occurrence of any of the
following events after a change in control of Sapient: (i) the assignment
of duties materially inconsistent with the officer's status as an officer
or a substantial adverse alteration in title or in the nature or status of
responsibilities (including, with respect to Messrs. Herrick and Tibbetts
and Ms. Owens, no longer being the chief executive officer, chief financial
officer or general counsel, respectively, of a publicly traded company);
(ii) a material reduction in annual base salary; (iii) certain relocations
of the officer's place of employment; (iv) the failure to pay any portion
of the officer's compensation when due; (v) the failure to continue in
effect any material compensation plan in which the officer participates
immediately prior to the change in control that is material to the
officer's total compensation; or (vi) the failure to provide benefits
substantially similar to those enjoyed by the officer immediately prior to
the change in control. The officer must provide Sapient with a notice of
resignation within 90 days following the event constituting good reason and
must provide Sapient with at least 30 days to cure the event constituting
good reason.
Sapient intends to enter into a change in control agreement with Dr. Oversohl on
terms similar to the terms described above for the Change in Control Agreements,
as adjusted to comply with applicable German law, which will be disclosed upon
entering into such agreement.
SIGNATURE
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: April 14, 2010 SAPIENT CORPORATION
(Registrant)
By: /s/ Kyle A. Bettigole
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Kyle A. Bettigole
Assistant Secretar
