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FADV > SEC Filings for FADV > Form 8-K on 12-Aug-2009All Recent SEC Filings

Show all filings for FIRST ADVANTAGE CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FIRST ADVANTAGE CORP


12-Aug-2009

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain 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

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.


Under the forms of Employment Agreement, in the event an Executive is terminated without cause or terminates his employment for "good reason" (as defined in the Employment Agreement), the Executive is entitled to receive: (i) base salary through the date of termination; (ii) any annual bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year;
(iii) reimbursement of properly incurred business expenses; (iv) employee benefits to which the Executive is entitled under the Corporation's employee benefit plans; (v) subject to the Executive's general release of claims, a severance payment, payable in equal installments over a specified period; and
(vi) subject to the Executive's agreement not to compete, a non-competition payment. The amount of severance and non-competition payments the Executives would be entitled to receive upon termination under this scenario (i.e., termination without cause or for good reason) is as follows (in each case subject to reduction for certain benefits otherwise payable to the Executive):

                    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

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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