UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 1, 2006
AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-21174 04-2977748
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification No.)
Avid Technology Park, One Park West, Tewksbury, MA 01876
(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (978) 640-6789
-------------------------------------------------------------
(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):
/ / Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
2005 Stock Incentive Plan - Form Agreements
On March 1, 2006, the Compensation Committee of the Board of Directors (the
"Compensation Committee") of Avid Technology, Inc. (the "Company") adopted a
form agreement, the Restricted Stock Unit Award Terms and Conditions, to be used
for the award of restricted stock units under the Company's 2005 Stock Incentive
Plan. In addition, the Compensation Committee adopted a revised form of
Restricted Stock Award Terms and Conditions to be used for the award of
restricted stock under the Company's 2005 Stock Incentive Plan.
2
SIGNATURE
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.
Date: March 1, 2006 AVID TECHNOLOGY, INC.
(Registrant)
By: /s/ Carol E. Kazmer
-----------------------------------
Carol E. Kazmer
Vice President and General Counsel
3
EXHIBIT INDEX
Exhibit Description
- ------ -----------
*#10.01 Form of Restricted Stock Unit Award Terms and Conditions
*#10.02 Form of Restricted Stock Award Terms and Conditions
- ------------------------------------------
* Documents filed herewith
# Management contract or compensatory plan
4
Avid Technology, Inc.
Notice of Grant of Restricted Stock Units Under 2005 Stock Incentive Plan
[NAME]
Employee ID: _____
Dear ___________,
This notice evidences the grant by Avid Technology, Inc. (the "Company") on
_________________, 200_ (the "Grant Date") to you of ________ restricted stock
units of the Company (individually, a "RSU" and collectively, the "RSUs"). Each
RSU represents the right to receive one share of common stock, $0.01 par value
per share of the Company ("Common Stock"). The shares of Common Stock that are
issuable upon vesting of the RSUs are referred to in this Notice and the
attached Terms and Conditions of the Restricted Stock Units as "Shares." The
RSUs and the Shares are subject to the terms and conditions of the Company's
2005 Stock Incentive Plan and the Terms and Conditions of the Restricted Stock
Units, each of which is attached hereto, and which, together with this Notice
forms the complete agreement between you and the Company relative to the RSUs
and the Shares.
This award of RSUs will vest as set forth in the following schedule, and will
become fully vested on the last date shown.
RSUs Vesting Date
--- ------------
By your signature and the Company's signature below, you and the Company agree
that the RSUs are granted under and governed by the terms and conditions of the
Company's 2005 Stock Incentive Plan and the Terms and Conditions of the
Restricted Stock Units.
AVID TECHNOLOGY, INC.
By _______________________________ Date _______________________________
Name:
Title:
Address: One Park West
Tewksbury, MA 01876
__________________________________ Date _______________________________
Employee
Address:
Avid Technology, Inc.
Terms and Conditions of Restricted Stock Units
Granted Under 2005 Stock Incentive Plan
---------------------------------------
1. Grant of Restricted Stock Units.
--------------------------------
Avid Technology, Inc., a Delaware corporation (the "Company"), shall grant
to you (the "Participant"), subject to the terms and conditions set forth herein
and in the Company's 2005 Stock Incentive Plan (the "Plan"), the number of
restricted stock units of the Company (individually, a "RSU" and collectively,
the "RSUs") identified in the attached Notice. Each RSU represents the right to
receive one share of common stock, $.01 par value, of the Company ("Common
Stock"). The Company shall record on its books the grant to the Participant of
that number of RSUs granted to the Participant. The shares of Common Stock
issuable upon vesting of the RSUs are referred to in these Terms and Conditions
as "Shares". The Participant agrees that the RSUs are subject to the
restrictions on transfer set forth in Section 4 herein.
2. Vesting; Forfeiture.
--------------------
(a) The RSUs shall vest on the dates set forth in the attached Notice
(each of such vesting dates being referred to as a "Vesting Date"). Except as
provided in subsection 2(b) below, in the event that the Participant ceases to
be employed by the Company (as an employee or officer of, or an advisor or
consultant to, the Company) for any reason or no reason, with or without cause,
prior to the final Vesting Date following the date hereof, vesting shall cease
and the Participant will have no rights with respect to any RSUs that have not
then vested.
(b) In the event that the Participant's employment with the Company
is terminated by reason of death or disability (as defined in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended (the "Code")), the
Participant's RSUs shall vest with respect to an additional number of RSUs that
would have vested during the one-year period following the termination of the
Participant's employment with the Company.
(c) For purposes of these Terms and Conditions of the Restricted
Stock Units, employment with the Company shall include employment with any of
the Company's present or future parent or subsidiary corporations as defined in
Sections 424(e) and 424(f) of the Code.
3. Distribution of Shares.
-----------------------
(a) The Company will distribute to the Participant (or to the
Participant's estate in the event that his or her death occurs after a Vesting
Date but before distribution of the corresponding Shares), as soon as
administratively practicable after each vesting date (each such date of
distribution is hereinafter referred to as a "Settlement Date"), the Shares of
Common Stock represented by RSUs that vested on such vesting date.
(b) The Company shall not be obligated to issue to the Participant
the Shares upon the vesting of any RSU (or otherwise) unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law and
1
other legal requirements including, without limitation, any applicable federal
or state securities laws and the requirements of any stock exchange upon which
shares of Common Stock may then be listed.
4. Restrictions on Transfer.
-------------------------
The Participant shall not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise (collectively,
"transfer") any RSUs, or any interest therein, except by will or the laws of
descent and distribution.
5. Effect of Prohibited Transfer.
------------------------------
The Company shall not be required (a) to transfer on its books any of the
RSUs which shall have been sold or transferred in violation of any of the
provisions set forth herein, or (b) to treat as owner of such RSUs any
transferee to whom any such RSUs shall have been so sold or transferred.
6. Dividend and Other Shareholder Rights.
--------------------------------------
Except as set forth in the 2005 Stock Incentive Plan, neither the
Participant nor any person claiming under or through the Participant shall be,
or have any rights or privileges of, a stockholder of the Company in respect of
the Shares issuable pursuant to the RSUs granted hereunder until the Shares have
been delivered to the Participant.
7. Provisions of the Plan.
-----------------------
These Terms and Conditions of Restricted Stock Units are subject to the
provisions of the 2005 Stock Incentive Plan, a copy of which is furnished
herewith to the Participant.
8. Withholding Taxes; Section 83(b) Election.
------------------------------------------
(a) No Shares will be delivered pursuant to the vesting of an RSU
unless and until the Participant satisfies any federal, state or local
withholding tax obligation required by law to be withheld in respect of this
award. The Participant acknowledges and agrees that to satisfy any such tax
obligation, the Company shall deduct and retain from the Shares to be
distributed upon the Settlement Date such number of Shares as is equal in value
to the Company's minimum statutory withholding obligations with respect to the
income recognized by the Participant upon the lapse of the forfeiture provisions
(based on minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to such income), based on
the closing price of the Company's common stock on the Settlement Date. The
Participant represents to the Company that, as of the date hereof, he or she is
not aware of any material nonpublic information about the Company or the Common
Stock. The Participant and the Company have structured these terms and
conditions to constitute a "binding contract" relating to the sale of Common
Stock pursuant to this Section 8, consistent with the affirmative defense to
liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule
10b5-1(c) promulgated under such Act.
2
(b) The Participant acknowledges that no election under Section 83(b)
of the Internal Revenue Code of 1986 may be filed with respect to this award.
9. Miscellaneous.
--------------
(a) No Rights to Employment. The Participant acknowledges and agrees
that the vesting of the RSUs pursuant to Section 2 hereof is earned only by
continuing service as an employee at the will of the Company (not through the
act of being hired or purchasing shares hereunder). The Participant further
acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied
promise of continued engagement as an employee or consultant for the vesting
period, for any period, or at all.
(b) Severability. The invalidity or unenforceability of any provision
hereof shall not affect the validity or enforceability of any other provision
hereof, and each such other provision shall be severable and enforceable to the
extent permitted by law.
(c) Binding Effect. These terms and conditions shall be binding upon
and inure to the benefit of the Company and the Participant and their respective
heirs, executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 herein.
(d) Waiver. Any provision for the benefit of the Company contained in
this Agreement may be waived, either generally or in any particular instance, by
the Board of Directors of the Company.
(e) Notice. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or five days after
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to the attached Notice, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 9(e).
(f) Entire Agreement. These terms and conditions, the attached Notice
and the Plan constitute the entire agreement between the parties, and supersede
all prior agreements and understandings, relating to the subject matter herein.
(g) Amendment. These terms and conditions may be amended or modified
in accordance with Section 11(f) of the Plan.
(h) Governing Law. These terms and conditions shall be construed,
interpreted and enforced in accordance with the internal laws of the State of
Delaware without regard to any applicable conflicts of laws.
(i) Unfunded Rights. The right of the Participant to receive Common
Stock pursuant to this award is an unfunded and unsecured obligation of the
3
Company. The Participant shall have no rights under these terms and conditions
other than those of an unsecured general creditor of the Company.
4
Avid Technology, Inc.
Notice of Grant of Restricted Stock under 2005 Stock Incentive Plan
[NAME]
Employee ID: _____
Dear ___________,
Effective ______________ (the "Effective Date"), you have been granted the right
to buy ____ shares of Avid Technology, Inc. (the "Company") common stock, $0.01
par value per share (the "Shares"), at $__ per share. The total price of the
Shares is $_______. The Shares are subject to the terms and conditions of the
Company's 2005 Stock Incentive Plan, as amended and the Terms and Conditions of
the Restricted Stock Award, each of which is attached hereto, and which,
together with this Notice of Grant of Restricted Stock, forms the complete
agreement between you and the Company relative to the Shares.
The Shares will vest as set forth in the following schedule, and will become
fully vested on the last date shown.
Vested Shares Vesting Date
------------- ------------
Upon termination of your employment, the Company has an option to repurchase the
Shares that are not then vested at a price of $___ per Share, pursuant to the
Terms and Conditions of the Restricted Stock Award.
By your signature and the Company's signature below, you and the Company agree
that the Shares are granted under and governed by the terms and conditions of
the Company's 2005 Stock Incentive Plan and the Terms and Conditions of the
Restricted Stock Award.
AVID TECHNOLOGY, INC.
By _______________________________ Date _______________________
Name:
Title:
Address: One Park West
Tewksbury, MA 01876
__________________________________ Date _______________________
Employee
Address:
Avid Technology, Inc.
Terms and Conditions of Restricted Stock Award
Granted Under 2005 Stock Incentive Plan
---------------------------------------
1. Purchase of Shares.
-------------------
Avid Technology, Inc., a Delaware corporation (the "Company") shall
issue and sell to the Participant, and the Participant shall purchase from the
Company, subject to the terms and conditions set forth herein and in the
Company's 2005 Stock Incentive Plan (the "Plan"), the number of shares
identified in the attached Notice (the "Shares") of common stock, $.01 par
value, of the Company ("Common Stock"), at a purchase price per share identified
in the attached Notice. The aggregate purchase price for the Shares shall be
paid by the Participant by check payable to the order of the Company or such
other method as may be acceptable to the Company. The Company shall record on
its books the issuance to the Participant of that number of Shares purchased by
the Participant. The Participant agrees that the Shares shall be subject to the
Purchase Option set forth in Section 2 herein and the restrictions on transfer
set forth in Section 4 herein.
2. Purchase Option.
----------------
(a) The Shares shall vest and become "Vested Shares" on the dates set
forth in the attached Notice (each of such vesting dates being referred to as a
"Vesting Date"). Except as provided in subsection 2(b) below, in the event that
the Participant ceases to be employed by the Company (as an employee or officer
of, or an advisor or consultant to, the Company) for any reason or no reason,
with or without cause, prior to the final Vesting Date following the date
hereof, vesting shall cease and the Company shall have the right and option (the
"Purchase Option") to purchase from the Participant, for a sum specified in the
attached Notice (the "Option Price"), some or all of the Shares that are not
then Vested Shares.
(b) In the event that the Participant's employment with the Company
is terminated by reason of death or disability (as defined in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended (the "Code")), the
Participant's Shares shall vest with respect to an additional number of Shares
that would have vested during the one-year period following the termination of
the Participant's employment with the Company.
(c) For purposes of these Terms and Conditions of the Restricted
Stock Award, employment with the Company shall include employment with any of
the Company's present or future parent or subsidiary corporations as defined in
Sections 424(e) and 424(f) of the Code.
3. Exercise of Purchase Option and Closing.
----------------------------------------
(a) The Company may exercise the Purchase Option by delivering or
mailing to the Participant (or his estate), within 90 days after the termination
of the employment of the Participant with the Company, a written notice of
exercise of the Purchase Option. Such notice shall specify the number of Shares
to be purchased. If and to the extent the Purchase Option is not so exercised
by the
1
giving of such a notice within such 90-day period, the Purchase Option shall
automatically expire and terminate effective upon the expiration of such 90-day
period.
(b) Within 10 days after delivery to the Participant of the Company's
notice of the exercise of the Purchase Option pursuant to subsection (a) above,
the Company shall cause to be transferred to the Company on its books that
number of Shares which the Company has elected to purchase in accordance with
the terms herein. In the event a certificate or certificates representing the
Shares have been issued to the Participant, the Participant (or his estate)
shall tender to the Company at its principal offices the certificate or
certificates representing the Shares which the Company has elected to purchase
in accordance with the terms herein, duly endorsed in blank or with duly
endorsed stock powers attached thereto, all in form suitable for the transfer of
such Shares to the Company. Upon such transfer, the Company shall deliver or
mail to the Participant a check in the amount of the aggregate Option Price for
such Shares (provided that any delay in making such payment shall not invalidate
the Company's exercise of the Purchase Option with respect to such Shares).
(c) After the time at which any Shares are transferred to the Company
pursuant to subsection 3(b) above, the Company shall not pay any dividend to the
Participant on account of such Shares or permit the Participant to exercise any
of the privileges or rights of a stockholder with respect to such Shares, but
shall, in so far as permitted by law, treat the Company as the owner of such
Shares.
(d) The Option Price may be payable, at the option of the Company, in
cancellation of all or a portion of any outstanding indebtedness of the
Participant to the Company or in cash (by check) or both.
(e) The Company shall not purchase any fraction of a Share upon
exercise of the Purchase Option, and any fraction of a Share resulting from a
computation made pursuant to Section 2 herein shall be rounded to the nearest
whole Share (with any one-half Share being rounded upward).
(f) The Company may assign its Purchase Option to one or more persons
or entities.
4. Restrictions on Transfer.
-------------------------
The Participant shall not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise any unvested Shares, or
any interest therein, except by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order, provided that such Shares
shall remain subject to these Terms and Conditions of Restricted Stock Award
(including without limitation the restrictions on transfer set forth in this
Section 4, and the Purchase Option) and such permitted transferee shall, as a
condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and
conditions herein.
2
5. Effect of Prohibited Transfer.
------------------------------
The Company shall not be required (a) to transfer on its books any of
the Shares which shall have been sold or transferred in violation of any of the
provisions set forth herein, or (b) to treat as owner of such Shares or to pay
dividends to any transferee to whom any such Shares shall have been so sold or
transferred.
6. Restrictive Legend.
-------------------
All certificates representing Shares shall have affixed thereto a legend
in substantially the following form, in addition to any other legends that may
be required under federal or state securities laws:
"The shares of stock represented by this certificate are subject
to restrictions on transfer and an option to purchase set forth
in certain Terms and Conditions of Restricted Stock Award, and a
copy of such Terms and Conditions of Restricted Stock Award is
available for inspection without charge at the office of the
Secretary of the corporation."
7. Provisions of the Plan.
-----------------------
These Terms and Conditions of Restricted Stock Award are subject to the
provisions of the Plan, a copy of which is furnished herewith to the
Participant.
8. Withholding Taxes; Section 83(b) Election.
------------------------------------------
(a) No Shares will become Vested Shares unless and until the
Participant satisfies any federal, state or local withholding tax obligation
required by law to be withheld in respect of this award. The Participant
acknowledges and agrees that to satisfy any such tax obligation, the Company
shall deduct and retain from the Shares no longer subject to forfeiture under
Section 2 such number of Shares as is equal in value to the Company's minimum
statutory withholding obligations with respect to the income recognized by the
Participant upon the lapse of the forfeiture provisions (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such income), based on the closing price
of the Company's common stock on the Vesting Date. The Participant represents to
the Company that, as of the date hereof, he or she is not aware of any material
nonpublic information about the Company or the Common Stock. The Participant and
the Company have structured these terms and conditions to constitute a "binding
contract" relating to the sale of Common Stock pursuant to this Section 8,
consistent with the affirmative defense to liability under Section 10(b) of the
Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.
(b) The Participant acknowledges that no election under Section 83(b)
of the Internal Revenue Code of 1986 may be filed with respect to this award.
3
9. Miscellaneous.
--------------
(a) No Rights to Employment. The Participant acknowledges and agrees
that the vesting of the Shares pursuant to Section 2 hereof is earned only by
continuing service as an employee at the will of the Company (not through the
act of being hired or purchasing shares hereunder). The Participant further
acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied
promise of continued engagement as an employee or consultant for the vesting
period, for any period, or at all.
(b) Severability. The invalidity or unenforceability of any provision
hereof shall not affect the validity or enforceability of any other provision
hereof, and each such other provision shall be severable and enforceable to the
extent permitted by law.
(c) Binding Effect. These terms and conditions shall be binding upon
and inure to the benefit of the Company and the Participant and their respective
heirs, executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 herein.
(d) Notice. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or five days after
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to the attached Notice, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 9(c).
(e) Waiver. Any provision for the benefit of the Company contained in
this Agreement may be waived, either generally or in any particular instance, by
the Board of Directors of the Company.
(f) Entire Agreement. These terms and conditions, the attached Notice
and the Plan constitute the entire agreement between the parties, and supersede
all prior agreements and understandings, relating to the subject matter herein.
(g) Amendment. These terms and conditions may be amended or modified
in accordance with Section 11(f) of the Plan.
(h) Governing Law. These terms and conditions shall be construed,
interpreted and enforced in accordance with the internal laws of the State of
Delaware without regard to any applicable conflicts of laws.
4