Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2009, JDA Software Group, Inc. (the "Company") announced the
appointment of Peter S. Hathaway to the position of executive vice president and
chief financial officer of the Company, and entered into an employment agreement
(the "Employment Agreement") with Mr. Hathaway that will govern the terms of his
employment with the Company.
Peter S. Hathaway, 53, served as Executive Vice President and Chief Financial
Officer of Allied Waste Industries, Inc., which was at the time listed on the
New York Stock Exchange, since June 2003. Prior to that time, Mr. Hathaway
served, in each case with Allied Waste Industries, Inc., as Senior Vice
President, Finance from August 2000 to June 2003, as Chief Accounting Officer
from February 1995 to January 2001, as a Vice President from May 1996 to
August 2000. From May 1996 through April 1997, Mr. Hathaway also served as
Treasurer of Allied Waste Industries, Inc.. From September 1991 through
February 1995, he was employed by Browning-Ferris Industries, Inc. as Controller
and Finance Director for certain Italian operations. From 1979 through
September 1991, Mr. Hathaway served in the audit division of Arthur Andersen LLP
in Colorado, Italy, and Connecticut, most recently in the position of Senior
Manager. Mr. Hathaway received a bachelor of science degree in accountancy from
Northern Arizona University.
Pursuant to the terms of the Employment Agreement, Mr. Hathaway will receive
an annual base salary of $350,000 per year, and he is eligible to receive
incentive bonus compensation. In 2009, Mr. Hathaway will receive a minimum bonus
equal to 50% of the annual target bonus rate of $350,000 for the second half of
the 2009 fiscal year, or $87,500 and, for subsequent fiscal years, Mr. Hathaway
will have a minimum annual target bonus of $350,000. The Employment Agreement
also entitles Mr. Hathaway to benefits that are generally available to other
senior executives of the Company, including group health, life and disability
insurance benefits, and participation in the Company's 401(k) plan. Mr. Hathaway
is also entitled to reimbursement for customary business expenses.
The Employment Agreement also provides Mr. Hathaway with a grant of
(i) 50,000 restricted stock units of the Company, which vest over a three-year
period, with one-third vesting on July 20, 2010 and the remainder vesting
ratably upon the completion of each month thereafter until July 20, 2012 and
(ii) 50,000 restricted stock units of the Company, which vest at the rate of
one-third on the 60th day following the attainment of specified EBITDA goals. In
each case, the restricted stock units represent the right to receive, upon
vesting, one share of the Company's common stock, par value $0.01 per share (the
"Common Stock"), and vesting is conditioned on, among other things,
Mr. Hathaway's continued employment with the Company.
In addition, Mr. Hathaway will receive an award of up to 31,250 performance
shares (the "Performance Share Awards"), which represent the opportunity for
Mr. Hathaway to receive a number of shares of Common Stock determined by the
extent to which the Company achieves or exceeds its EBITDA target in the 2009
fiscal year (the "Distributable Shares"). On the settlement date, provided that
Mr. Hathaway remains in service to the Company through the settlement date, Mr.
Hathaway will receive, without payment of monetary consideration, an immediate
grant of shares of Common Stock equal to 50% of the number of Distributable
Shares. In addition, on the settlement date, Mr. Hathaway will be granted a
restricted stock unit award representing the remaining 50% of the Distributable
Shares. Subject to Mr. Hathaway's continued employment, the restricted stock
units will vest and be settled by the issuance to Mr. Hathaway of shares of
Common Stock in 24 monthly installments over the subsequent two year period.
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The Company entered into award agreements with respect to each of the
above-described awards, each of which was approved by the Compensation Committee
of the Company's Board of Directors, granted outside of the terms of the
Company's 2005 Performance Incentive Plan, as amended (the "Incentive Plan"),
and granted pursuant to NASDAQ Marketplace Rule 5635(c)(4).
The Employment Agreement also entitles Mr. Hathaway to receive future grants
of equity awards under the Company's Incentive Plan and that, for the Company's
2010 fiscal year, Mr. Hathaway will be guaranteed a target award of 50,000
performance shares.
The Employment Agreement provides Mr. Hathaway with severance benefits in
certain situations upon his termination of employment. If the Company terminates
Mr. Hathaway's employment without cause, the Company will pay Mr. Hathaway's
unpaid base salary through the date of termination, and any amounts due under
the Company's benefit plans and reimbursement policies. In addition, the Company
will (i) pay his base salary for twenty-four months from the date of
termination, plus one year's bonus calculated as if all targets were met and
which will be a minimum of $350,000 and any unpaid bonus earned in the year of
termination up to the most recently completed fiscal quarter; (ii) cause the
immediate acceleration and vesting of any outstanding equity awards where the
requisite performance goals have been satisfied; and (iii) pay COBRA premiums
until the earlier of 18 months from the date of termination or Mr. Hathaway's
subsequent employment (collectively, the "Severance Benefits"). Mr. Hathaway's
right to receive the Severance Benefits is subject to his executing a mutual
general release of all claims and continuing to comply with customary
noncompetition, confidentiality and nonsolicitation covenants.
If Mr. Hathaway terminates his employment for good reason, the Company will
pay his unpaid base salary through the date of termination, any amounts due
under the Company's benefit plans and reimbursement policies, and the Severance
Benefits (subject to Mr. Hathaway executing a release and complying with the
customary covenants described above). If the Company terminates Mr. Hathaway for
cause, or if he resigns for any reason other than good reason, the Company will
only pay Mr. Hathaway's unpaid base salary through the date of termination and
any amounts due under the Company's benefit plans and reimbursement policies.
The Employment Agreement provides that, in the event of a change in control,
the vesting of all unvested equity awards will accelerate immediately prior to
and be contingent upon the consummation of the transaction constituting the
change in control.
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