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Quotes & Info
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| FADV > SEC Filings for FADV > Form 8-K on 12-Aug-2009 | All Recent SEC Filings |
12-Aug-2009
Change in Directors or Principal Officers
On August 10, 2009, each of Messrs. Anand Nallathambi, Chief Executive Officer of First Advantage Corporation (the "Corporation"), John Lamson, Chief Financial Officer and Principal Accounting Officer of the Corporation, Todd Mavis, Executive Vice President of Operations of the Corporation, Akshaya Mehta, Executive Vice President of Corporate Infrastructure of the Corporation, Evan Barnett, President of Multi-Family Services of the Corporation, and Andrew Macdonald, President of Investigative and Litigation Support Services of the Corporation (each an "Executive") entered into an Employment Agreement with the Corporation.
The forms of Employment Agreement provide for the following annual base salaries for the Executives:
Anand Nallathambi $ 700,000
John Lamson $ 375,000
Todd Mavis $ 375,000
Akshaya Mehta $ 345,000
Evan Barnett $ 297,400
Andrew Macdonald $ 295,000
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The forms of Employment Agreement provide that the Compensation Committee of the Board of Directors of the Corporation (the "Committee") may from time to time adjust the annual base salary payable to the Executives under the Employment Agreements. However, a reduction in an Executive's annual base salary below the amounts stated above may be made only in connection with a general reduction in base salary which affects all members of the Corporation's senior management team proportionately or, in the case of Mr. Nallathambi, in the event the Corporation becomes a controlled, non-public subsidiary or division of The First American Corporation or any of its affiliates or successors, to the extent such reduction would not constitute "good reason" as defined in the Mr. Nallathambi's Employment Agreement.
The forms of Employment Agreement also provide for the following during the term of the Employment Agreements:
• The Executives are eligible to earn annual bonus awards under the Corporation's annual incentive program (or any successor arrangement) on terms and conditions, and in such amounts, if any, as determined in the sole discretion of the Committee;
• The Executives are entitled to participate in the Corporation's long-term incentive compensation plan on terms and conditions as may be determined by the Committee; and
• The Executives are entitled to participate in the Corporation's employee benefit plans on the same basis as those benefits are generally made available to other senior executives of the Corporation.
The forms of Employment Agreement provide for initial terms ending December 31, 2011, with automatic annual renewal for successive one-year terms unless either the Executive or the Corporation provides written notice of termination at least 60 days prior to an automatic renewal date.
Severance Payment Noncompetition Payment
Anand Nallathambi $1,050,000, payable over a $1,050,000, payable over a
period of 24 months period of 24 months
John Lamson continued payment of 50% of base continued payment of 50% of base
salary for a period of 18 months salary for a period of 18 months
Todd Mavis continued payment of 50% of base continued payment of 50% of base
salary for a period of 18 months salary for a period of 18 months
Akshaya Mehta continued payment of 50% of base continued payment of 50% of base
salary for a period of 12 months salary for a period of 12 months
Evan Barnett continued payment of 50% of base continued payment of 50% of base
salary for a period of 12 months salary for a period of 12 months
Andrew Macdonald continued payment of 50% of base continued payment of 50% of base
salary for a period of 12 months salary for a period of 12 months
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The forms of Employment Agreement also provide for certain payments under various other termination scenarios, including termination by the Corporation with cause, termination by the Executive without good reason and disability or death of the Executive. The forms of the Employment Agreement also provide certain restrictions including non-solicitation and mutual non-disparagement provisions.
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