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Delaware
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94-2665054
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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On November 10, 2007, the Board of Directors (the "Board") of Quantum Corporation (the "Company") approved amendments to the Quantum Corporation 1993 Long-Term Incentive Plan (the "Incentive Plan") to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). The Section 409A amendments include, for example, requirements that modifications and amendments of awards comply with Section 409A, unless otherwise determined by the plan administrator. In addition, the Incentive Plan was amended to limit the Incentive Plan's provisions regarding dissolutions and liquidations to awards outstanding as of November 10, 2007, and to clarify that the Incentive Plan's merger provisions will apply in connection with a merger only if a change in more than 50% of the total voting power of the Company's stock occurs. The Section 409A amendments were not intended to materially increase the benefits or awards issuable under the Incentive Plan.
The Incentive Plan was also amended and restated to:
- require stockholder approval of any downward repricings of options and stock appreciation rights; and
AMENDMENT AND RESTATEMENT OF THE QUANTUM CORPORATION NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
On November 10, 2007, the Board approved certain amendments to its Change of Control Agreements with the Company's Chief Executive Officer (the "CEO Agreement"), Section 16 officers and Senior Vice Presidents (the "Officer Agreement") and Directors (the "Director Agreement") that were previously approved by the Board and that have been entered into with directors and executive officers of the Company (including the Company's Named Executive Officers). The amendments are intended to address certain potential tax consequences under Section 409A.
The key amendments to the CEO Agreement and the Officer Agreement include:
- Revisions to the current language in the agreements requiring a 6-month delay in payment of severance benefits in the event the individual is a "specified employee" (within the meaning of Section 409A) at the time of termination;
- Adding language to apply the amended change of control provisions in the 1993 Long-Term Incentive Plan (described above) to outstanding Rights (including restricted stock units) granted prior to November 10, 2007; and
- Requiring 280G tax equalization payments to be paid within 30 days following the accounting firm's determination.
In addition, the CEO Agreement and the Officer Agreement were amended to provide that the agreements, as amended and restated, will be effective as of November 2007 notwithstanding the provision in the agreements imposing a 6-month delayed effective date for amendments to the agreements.
The key amendments to the Director Agreement include:
- Requiring a 6-month delay in settlement of certain awards granted under the Director Plan and payment of any other severance benefits that would be considered deferred compensation under Section 409A in the event the director is a "specified employee" (within the meaning of Section 409A) at the time of termination; and
- Adding language to apply the change of control provisions in the Director Plan (described above) to outstanding Awards granted under the Director Plan.
In addition, the Director Agreement was amended to provide that the agreement, as amended and restated, will be effective as of November 2007 notwithstanding the provision in the agreement imposing a 6-month delayed effective date for amendments to the agreement.
EXTENSION OF POST-TERMINATION EXERCISE PERIOD APPLICABLE TO OUTSTANDING OPTIONS HELD BY RICHARD E. BELLUZO, THE COMPANY'S CHIEF EXECUTIVE OFFICER
On November 10, 2007, the Board approved an extension of the post-termination exercise period applicable to outstanding options held by the Company's Chief Executive Officer, Richard E. Belluzo, from three (3) months to twelve (12) months in the event of his retirement.
The above stated summaries are qualified by reference to the actual plans and agreements, which are filed as Exhibits 10.1 to 10.5 of this form 8-K, and are incorporated by reference herein.
Exhibit 10.2 Amended and Restated Nonemployee Director Equity Incentive Plan, dated November 10, 2007.
Exhibit 10.3 Form of Amended and Restated Chief Executive Officer Change of Control Agreement between Registrant and Richard E. Belluzzo.
Exhibit 10.4 Form of Amended and Restated Officer Change of Control Agreement between Registrant and each of Registrant's Executive Officers (other than the Chief Executive Officer) and Senior Vice Presidents.
Exhibit 10.5 Form of Amended and Restated Director Change of Control Agreement between Registrant and each Nonemployee Director of Registrant.
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Quantum Corporation
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Date: November 15, 2007
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By:
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/s/ Shawn Hall
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Shawn Hall
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VP, General Counsel and Secretary
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Exhibit No.
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Description
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EX-10.1
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Amended and Restated 1993 Long-Term Incentive Plan, dated November 10, 2007.
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EX-10.2
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Amended and Restated Nonemployee Director Equity Incentive Plan, dated November 10, 2007.
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EX-10.3
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Form of Amended and Restated Chief Executive Officer Change of Control Agreement between Registrant and Richard E. Belluzzo.
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EX-10.4
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Form of Amended and Restated Officer Change of Control Agreement between Registrant and each of Registrant's Executive Officers (other than the Chief Executive Officer) and Senior Vice Presidents.
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EX-10.5
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Form of Amended and Restated Director Change of Control Agreement between Registrant and each Nonemployee Director of Registrant.
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