Attached files
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EX-10.1 - EX-10.1 - SAPIENT CORP | b82518exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported): August 27, 2010
SAPIENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
0-28074 | 04-3130648 | |
(Commission | (IRS Employer | |
File Number) | Identification No.) | |
131 Dartmouth Street, Boston, MA | 02116 | |
(Address of Principal Executive Offices) | (Zip Code) |
(617) 621-0200
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 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.
On August 27, 2010, Sapient GmbH (Sapient Germany), a wholly-owned subsidiary of Sapient
Corporation (the Company) and Dr. Christian Oversohl, a Senior Vice President of the Company, the
Managing Director of Sapient Germany and the European Business Lead for the Company, entered into
an Employment Agreement (the Agreement). The Agreement is effective September 1, 2010.
Per the terms of the Agreement, Dr. Oversohl will receive an annual base salary for 2010 of
264,400, and will also be eligible for a 2010 target bonus/performance incentive of 200,000. Dr.
Oversohls bonuses shall be earned, accrued and/or paid according to the Companys bonus plan then
in effect for Managing Directors and/or Vice Presidents. The Company will determine Dr. Oversohls
base salary and target bonus amounts for subsequent years.
Additionally, per the Agreement, Dr. Oversohl receives 80,000 restricted stock units (RSUs) of
the Companys common stock. The RSUs are subject to time-based vesting over four (4) years, in 25%
installments on April 1, 2011, 2012, 2013 and 2014, so long as Dr. Oversohl remains employed on the
applicable vest date.
Furthermore, under the Agreement the Company will contribute a premium of 20,000 per annum to a
pension scheme for the benefit of Dr. Oversohl.
The Company may terminate the Agreement immediately for good cause and other than for good cause
following the expiration of a twelve (12) month notice period. Dr. Oversohl may terminate the
Agreement for any reason upon the expiration of a six (6) month notice period. Upon termination by
the Company other than for good cause, Dr. Oversohl will receive a prorated bonus through the date
of the notice and, on the effective date of termination, a final bonus equal to the prior calendar
years target bonus amount.
Additionally, if the Agreement is terminated, Dr. Oversohl is restricted from competing against the
Company for the twelve (12) month period following the termination (the Post-Employment
Covenant). In return for abiding by the Post-Employment Covenant, Dr. Oversohl will receive
monthly compensation during the twelve (12) month period equal to 50% of the amount of his last
monthly base salary and benefits in effect at the time of his termination. The Company may waive
the Post-Employment Covenant, and cease making the payments described in the immediately preceding
sentence, following the expiration of a six (6) month notice period.
The foregoing description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | Employment Agreement between Sapient GmbH and Dr. Christian Oversohl dated August 27, 2010 |
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: September 2, 2010 | SAPIENT CORPORATION (Registrant) |
|||
/s/ Kyle A. Bettigole | ||||
Kyle A. Bettigole | ||||
Assistant Secretary | ||||