Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - DIGITALGLOBE, INC. | c23053exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - DIGITALGLOBE, INC. | c23053exv10w2.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): October 5, 2011 (September 30, 2011)
DigitalGlobe, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34299 | 31-1420852 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
1601 Dry Creek Drive, Suite 260 Longmont, Colorado |
80503 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 684-4000
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 September 30, 2011 DigitalGlobe, Inc. (the Company) appointed Timothy M. Hascall as
Senior Vice President, Operations for the Company reporting to the Chief Executive Officer. Mr.
Hascall will assume responsibility for satellite operations and production.
From 2004-2011, Mr. Hascall was employed by TriZetto, an integrated health management
enterprise software and services company. Mr. Hascall joined TriZetto in 2005 as Senior Vice
President, was promoted to Executive Vice President, professional services in 2008 and was
subsequently promoted to President, BlueCross BlueShield Market in 2010. From 2001-2004, Mr.
Hascall was Senior Vice President, General Manager for Equitant, Inc., a global finance and
accounting business process outsourcing company. Mr. Hascall began his commercial career with
Accenture/Andersen Consulting in 1985 and having served as a partner from 1996-2001. Mr. Hascall
holds a B.S. in Business Administration from the University of Nebraska and achieved the rank of
Major in the United States Marine Corps where he served as an intelligence officer from 1978-1993.
In connection with becoming Senior Vice President, Operations, Mr. Hascall entered into an
offer letter with the Company dated September 25, 2011 (the Offer Letter). The following
description of the Offer Letter is qualified in its entirety by reference to the Offer Letter, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Pursuant to the Offer Letter, Mr. Hascall will be entitled to an annual base salary of
$270,000, which amount may be subject to adjustment in accordance with the Companys compensation
policies. Mr. Hascall is also eligible to participate in the Companys 2011 Success Sharing Plan,
with a target bonus equal to 50% of his base earnings for 2011, subject to proration for the
portion of 2011 in which Mr. Hascall was employed by the Company.
Mr. Hascall will be granted equity awards under the Companys 2007 Employee Stock Option Plan
(the 2007 Plan) with a fair value of $600,000. One-half of the value of such awards will be in
the form of stock options and the other half will be in the form of restricted stock. The option
portion of the award will have a ten year term and vest over a four-year period, with 25% of such
options vesting one year after the grant date and the remaining 75% of such options vesting in
equal monthly installments thereafter over the next three years, subject to Mr. Hascalls continued
employment with the Company through such vesting dates. The restricted stock portion of the award
will vest annually over a four-year period, with 25% of such grant vesting on each of the first
four anniversaries of the grant date, subject to Mr. Hascalls continued employment with the
Company through such vesting dates. The stock option award agreement relating to Mr. Hascalls
options and the restricted stock award agreement relating to Mr. Hascalls restricted stock award
will conform to the Companys standard forms of such agreements under the 2007 Plan.
In connection with the Offer Letter, Mr. Hascall also entered into a Severance Protection
Agreement dated September 30, 2011 (the Severance Protection Agreement). The following
description of the Severance Protection Agreement is qualified in its entirety by reference to the
Severance Protection Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated
herein by reference.
The Severance Protection Agreement provides that if Mr. Hascalls employment is terminated for
any reason other than for Cause (as defined in the Severance Protection Agreement), disability,
or death, or if Mr. Hascall resigns for Good Reason (as defined in the Severance Protection
Agreement), he will be entitled to severance pay equal to the sum of his base salary and the
average of the most recent two years bonuses (or if Mr. Hascall was an employee for less than two
full fiscal years, Mr. Hascalls actual annual cash bonus for the fiscal year preceding the year of
termination). If Mr. Hascalls employment terminates under these circumstances upon or following a
Change in Control (as defined in the Severance Protection Agreement), severance pay is calculated
as the sum of his base salary plus the target bonus for the year in which the Change in Control
occurred, multiplied by one and one-half (1.5). In addition, in the event of a Change in Control,
any unvested equity awards will become fully vested. If Mr. Hascall elects continuation coverage
under COBRA following such termination of employment, the Company will provide the benefits at its
sole cost for the period used to calculate his severance payment.
The receipt of severance pay or benefits under the terms of the Severance Protection Agreement
is contingent upon Mr. Hascalls execution and non-revocation of a general release and waiver of
employment-related claims against the Company.
Mr. Hascall and the Company also entered into the Companys standard form of employee
confidentiality, invention assignment and non-competition agreement (the Confidentiality
Agreement). The Confidentiality Agreement imposes on Mr. Hascall certain confidentiality,
non-compete and non-solicitation obligations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
Exhibit 10.1
|
Offer Letter by and between DigitalGlobe, Inc. and Timothy Hascall, dated September 25, 2011. | |
Exhibit 10.2
|
Severance Protection Agreement by and between DigitalGlobe, Inc. and Timothy Hascall, dated September 30, 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.
Dated: October 5, 2011
DigitalGlobe, Inc. |
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By: | /s/ Yancey L. Spruill | |||
Yancey L. Spruill | ||||
Its: | Executive Vice President, Chief Financial Officer and Treasurer |
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