Attached files
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EX-99.1 - EX-99.1 - Orbitz Worldwide, Inc. | c62125exv99w1.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
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 30, 2010
ORBITZ WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-133599 | 20-5337455 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
500 W. Madison Street, Suite 1000, Chicago, Illinois | 60661 | |
(Address of Principal Executive Offices) | (Zip Code) |
(312) 894-5000
(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 January 3, 2011, Orbitz Worldwide, Inc. (the Company) announced the appointment of
Russell Hammer as the Companys Senior Vice President, Chief Financial Officer effective January 1,
2011. Mr. Hammer succeeds Marsha C. Williams, whose retirement was previously announced on June 7,
2010.
Prior to joining the Company, Mr. Hammer, age 54, served as Chief Financial Officer, Senior
Vice President Finance and Treasurer, of Crocs, Inc., a footwear, apparel and accessories
company, since January 2008. Prior to joining Crocs, Inc., Mr. Hammer was employed for 29 years at
Motorola, Inc., a global supplier of wireless handsets and mobile communication products, as Chief
Financial Officer and Corporate Vice President of Motorolas Connected Home Solutions Business from
April 2005 to August 2007, Chief Audit Officer from August 1998 to July 2002, and as the Chief
Financial Officer of the Asia Cellular Subscriber Business of Motorola from August 1998 to July
2002. Mr. Hammer also served as the Chief Financial Officer of the Global Subscriber Paging
Business and in other executive roles for Motorolas various divisions during his tenure with the
company.
In connection with Mr. Hammers appointment, the Company and Mr. Hammer entered into an offer
letter dated December 30, 2010 (the Letter Agreement) that sets forth the terms and conditions of
Mr. Hammers employment as the Companys Senior Vice President, Chief Financial Officer. Under the
Letter Agreement, Mr. Hammer will receive a minimum annual base salary of $425,000 and a cash
sign-on bonus of up to approximately $500,000, subject to adjustment and full or partial repayment
if he resigns or is terminated for Cause within two years. Mr. Hammer will be eligible for an
annual bonus that has a target payment no less than 75% of his annual salary in years 2011 and
2012, subject to the terms and conditions of the Companys annual bonus plan and further subject to
the satisfaction of any performance goals, criteria or targets as may be established by the Board
(or the Compensation Committee thereof).
Either party may terminate Mr. Hammers employment at any time for any reason, with or without
cause. If within the first two years of his employment, Mr. Hammers employment is terminated
without Cause not in connection with a Change in Control (in each case, as such terms are
defined in the Letter Agreement), Mr. Hammer will be entitled to receive, subject to his execution
of a release agreement, (i) a lump sum cash payment equal to his annual base salary in effect on
the date of termination, (ii) a lump sum cash payment equal to a prorated portion of the product of
his then-current annual target bonus and the actual funding percentage used in calculating the
bonus awards to the executive officers during the year of termination, to be paid when annual
bonuses, if any, are paid to the Companys executive officers and (iii) COBRA continuation medical
benefits for 12 months following the termination date. If within one year following a Change in
Control, Mr. Hammers employment is terminated without Cause or as a result of a Constructive
Termination (in each case, as such terms are defined in the Letter Agreement), Mr. Hammer will be
entitled to receive, subject to his execution of a release agreement, (i) a lump sum cash payment
equal to his annual base salary in effect on the date of termination, (ii) lump sum cash payment
equal to his then-current annual target bonus, (iii) a lump sum cash payment equal to a prorated
portion of his then-current annual target bonus through the termination date, and (iv) COBRA
continuation medical benefits for 12 months following the termination date. Following completion of
two years of his employment, Mr. Hammer will be subject to the Companys executive severance policy
in place, if any, for the Companys most senior officers (other than the chief executive officer)
at that time and not by the severance provisions described above.
The Letter Agreement contains covenants regarding non-competition and non-solicitation that
apply during Mr. Hammers employment with the Company and generally for a period of two years
following the date he ceases to be employed by the Company.
The Letter Agreement also includes
customary invention assignment provisions and requires that Mr. Hammer generally not disclose
confidential information about the Company.
In connection with Mr. Hammers appointment, on December 7, 2010, the Companys Compensation
Committee approved a sign-on equity award to be effective on Mr. Hammers first day of employment
consisting of 200,000 restricted stock units and 200,000 stock options granted under the Orbitz
Worldwide, Inc. 2007 Equity and Incentive Plan, as amended. The restricted stock units shall vest
monthly over a four year period and the stock options shall vest annually over a four year period
and will be subject to the terms and conditions of the respective agreements evidencing the equity
awards.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1
|
Press Release, dated January 3, 2011 |
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.
ORBITZ WORLDWIDE, INC. |
||||
Dated: January 6, 2011 | By: | /s/ James P. Shaughnessy | ||
Name: | James P. Shaughnessy | |||
Title: | Senior Vice President, Chief Administrative Officer and General Counsel |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press Release, dated January 3, 2011 |