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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2010
XETA Technologies, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma |
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0-16231 |
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73-1130045 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
1814 West Tacoma, Broken Arrow, Oklahoma |
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74012 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: 918-664-8200
(Former name or 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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2010, the Companys Board of Directors adopted an Executive Change in Control Severance Plan (the Severance Plan). The Severance Plan will provide benefits to those employees designated by the Board to participate in the plan (the Participant). Upon its adoption of the Severance Plan, the Board designated Greg Forrest, the Companys Chief Executive Officer and President, Robert Wagner, the Companys Chief Financial Officer, Paul Comeau, the Companys Executive Director of Operations, and Don Reigel, the Companys Executive Director of Avaya Sales, as Participants under the plan.
Severance benefits are triggered under the Severance Plan upon the Participants termination of employment with the Company and its subsidiaries upon an involuntary termination of employment during the one-year period following a change in control (defined in the Severance Plan). An involuntary termination of employment is defined under the Severance Plan as a termination of the Participants employment by the Company or its subsidiaries for reasons other than cause, or as a voluntary termination of employment by the Participant for a good reason event. For purposes of the Severance Plan, cause means (a) the conviction of the Participant for any felony involving dishonesty, fraud or breach of trust, (b) intentional disclosure of the Companys confidential information contrary to company policies, (c) intentional engagement in any competitive activity which would constitute a breach of the Participants duty of loyalty, (d) the willful and continued failure of Participant to substantially perform his duties for the Company (other than as a result of incapacity due to physical or mental illness); or (e) the willful engagement by the Participant in gross misconduct in the performance of his or her duties that materially injures the Company. For purposes of the Severance Plan, a good reason event means the occurrence after a change in control of any one of the following events or conditions: (a) a change (other than a nominal one) in the Participants position or duties as they were in effect immediately before the change in control, (b) the Company assigns the Participant any duties inconsistent with, or takes action that materially diminishes, the Participants position, authority, duties or responsibilities in effect immediately before the change in control; (c) the Company materially reduces the Participants base salary or annual cash compensation; (d) the Participant is relocated to a workplace more than a 50-mile radius outside of the Participants workplace prior to the change in control; or (e) the Company breaches a provision of the Severance Plan which results in a material adverse effect on the Participant.
The Severance Plan provides for a single sum cash payment based on a multiple of the Participants annual cash compensation, which includes his (i) base salary, plus (ii) the annual cash incentive award established by the Board (or if such annual cash incentive has not been established, then the greater of the Participants previous years annual cash incentive award or the average of such awards for generally the preceding three years). The multiple is one and one-half times annual cash compensation for the Companys Chief Executive Officer and one times annual cash compensation for all other Participants. The Severance Plan also provides for continued life and medical insurance coverage for twelve months following the date of the
Participants involuntary termination subject to certain conditions and limitations set forth in the Severance Plan.
In order to be entitled to receive severance benefits, the Participant is required by the Severance Plan to execute and deliver to the Company a release and waiver of claims against the Company and to continue to abide by applicable Company policies regarding confidential information, non-disclosure and other policies that survive termination of employment.
The Company has the right to terminate or amend the Severance Plan at any time without the consent of the Participant, except during the one year period following a change in control.
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.
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XETA Technologies, Inc. | |
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(Registrant) | |
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Dated: December 14, 2010 |
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/s/ Robert B. Wagner |
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Robert B. Wagner, Chief Financial Officer |