Attached files
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| EX-10.1 - SONIC SOLUTIONS/CA/ | v208100_ex10-1.htm |
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): January 13,
2011
SONIC
SOLUTIONS
(Exact
name of registrant as specified in its charter)
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California
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23190
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93-0925818
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(State or other jurisdiction of
organization)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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7250 Redwood Blvd., Suite 300,
Novato, CA
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94945
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number,
including area code:
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(415) 893-8000
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 13, 2011, Sonic Solutions (“Sonic”) entered into an Amended and Restated
Change in Control Agreement with Matthew S. DiMaria, effective as of December
31, 2010 (the “DiMaria CIC Agreement”), which amends and restates the terms of
his original offer letter dated March 18, 2009 with respect to
changes-in-control. Mr. DiMaria currently serves as Sonic’s Executive Vice
President and General Manager of the Roxio Product Group.
The
DiMaria CIC Agreement provides that (i) in the event of a Change in Control, all
unvested Sonic stock options, Sonic restricted stock units or other equity
compensation held by Mr. DiMaria at the time of such Change in Control will
immediately vest in full; and (ii) Sonic will make a lump sum payment equal to
100% of his annual base salary at the level in effect at the time of the Change
in Control at the earlier of (y) 180 days after the Change in Control, and (z)
Mr. DiMaria’s termination of employment (other than termination by Sonic or its
successor with Cause or voluntary termination by Mr. DiMaria without Good
Reason). For purposes of the DiMaria CIC Agreement, (a) “Cause” means being
convicted of any felony under federal or state law, any fraud, misappropriation
or embezzlement, or violation of Sonic’s Proprietary Information and Inventions
Agreement or Code of Business Conduct; (b) “Change in Control” means a
transaction or series of related transactions that results in a sale of all or
substantially all of the assets of either Sonic as a whole, or the Roxio Product
Group as a unit, to a third party, the transfer of 50% or more of the
outstanding voting power of Sonic to a third party, or the acquisition by a
third party, by reason of any contractual arrangement or understanding with one
or more persons or entities, of the right or power to appoint or cause to be
appointed a majority of the directors or officers of Sonic; (c) “Good Reason”
means a material adverse change in Mr. DiMaria’s authority, duties, or
responsibilities as Executive Vice President and General Manager of the Roxio
Product Group, unless Mr. DiMaria consents in writing to such change, a
reduction in his level of base salary, or a relocation of his principal place of
employment by more than 50 miles, or termination as a result of death or
Disability; and (d) “Disability” means Mr. DiMaria’s inability to perform the
normal and usual duties of his position by reason of any physical or medical
impairment which is reasonably expected to result in death or continue for a
period of 12 consecutive months or more.
The
foregoing description of the DiMaria CIC Agreement is a summary and does not
purport to be complete and is qualified in its entirety by reference to the
complete DiMaria CIC Agreement, which is attached as Exhibit 10.1 to this Form
8-K.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibit
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Exhibit
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Description
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10.1
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Amended
and Restated Change in Control Agreement, effective as of January 13,
2011.
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2
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:
January 13, 2011
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SONIC
SOLUTIONS
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By:
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/s/ Paul
F. Norris
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| Name: Paul F. Norris | |||
| Title: Executive Vice President, | |||
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Chief Financial Officer and General Counsel
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