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Exhibit 10(n)
EXECUTIVE SECURITY AGREEMENT
This Executive Security Agreement is made and
entered into effective as of the 8th day of April, 2008
(“Effective Date”), by and between
_____________________ (“Executive”), an individual, and
Acxiom Corporation, a Delaware corporation having its principal
place of business at 1 Information Way, Little Rock, Arkansas
72202, and its successors and assigns
(“Company”).
WHEREAS, Executive is a senior leader or key
executive of the Company and has made and is expected to continue
to make significant contributions to the short and long term
success of the Company;
WHEREAS, the Company considers the establishment and
maintenance of a sound and vital management to be essential to
protecting and enhancing the best interests of the Company and its
shareholders;
WHEREAS, the Company recognizes that, as is the case
for most publicly held companies, the possibility of a Change of
Control (as defined herein) exists, and that possibility, together
with the uncertainty and questions that it may raise among
management, may result in the departure or distraction of the
Company’s leadership to the detriment of the Company and its
shareholders;
WHEREAS, the Board of Directors of the Company has
determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of certain members
of the Company's leadership to their assigned duties without
distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change of Control of the
Company;
WHEREAS, the Company desires to assure itself and
its stockholders of both the present and future continuity of its
management and desires to establish certain minimum severance
benefits for its officers and other key executives, including
Executive, applicable in the event of a Change in Control;
and
WHEREAS, the Company desires to provide additional
inducement for Executive to continue to remain in the employ of the
Company.
NOW, THEREFORE, the Company and Executive agree as
follows:
1.
Defined Terms . For
purposes of this Agreement, the following terms shall have the
meanings indicated below:
(a) “
Cause .”
Termination by the Company of Executive’s employment for
"Cause" means termination upon (i) Executive’s willful and
continued failure to satisfactorily perform his or her material
duties with the Company (other than any failure resulting from
Executive’s incapacity due to physical or mental illness),
after a written demand for satisfactory performance is delivered to
Executive by the Executive’s leader
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or the chief executive officer (“CEO”)
(or if Executive is the CEO, then by the Chairman of the
Compensation Committee of the Board of Directors) that specifically
identifies the manner in which the Company believes that Executive
has not satisfactorily performed his or her material duties; or
(ii) Executive’s willfully engaging in misconduct that is
materially injurious to the Company, monetarily or otherwise. For
purposes of this Section 1(a), no act, or failure to act, on
Executive’s part will be considered "willful" unless done, or
omitted to be done, by Executive not in good faith and without
reasonable belief that Executive’s action or omission was in
the best interest of the Company. Notwithstanding the above,
Executive will not be deemed to have been terminated for Cause
unless and until Executive has been given a copy of a the notice of
termination specified herein, after reasonable notice to Executive
and an opportunity for Executive, together with Executive’s
counsel, to be heard before: (x) the direct leader of
Executive’s leader or (y) if Executive is an elected officer
of the Company, the Board of Directors of the
Company; and a finding that in the good faith
opinion of the leader of Executive’s leader or, in the case
of an elected officer, a finding that in the good faith opinion of
two-thirds of the Board of Directors, Executive committed the
conduct set forth above in clauses (i) or (ii) of this Section 1(a)
and specifying the particulars of that finding in
detail.
(b) “
Change of Control .” A “Change of Control” shall mean the
occurrence of any of the following events during the period in
which this Agreement remains in effect:
(i) the
acquisition by any person, entity or “group,” within
the meaning of Sections 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), other
than the Company, any of its subsidiaries or other entities
controlled by the Company, or any employee benefit plan maintained
by the Company or by any of its subsidiaries or other entities
controlled by the Company, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of the total voting power represented by the then outstanding
Voting Securities, regardless of whether the transaction or event
by which the foregoing 50% level is exceeded is approved by the
Incumbent Board; or
(ii) the
Company files a report with the Securities and Exchange Commission
disclosing in response to a Current Report on Form 8-K or Schedule
14A (or successor form, report or schedule) that a change in
control (as defined by such forms, reports or schedules) has
occurred; or
(iii) individuals
who, as of the date hereof, constitute the Board of Directors of
the Company (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board of Directors
of the Company, provided
(a) that any person becoming a member of the
Board of Directors of the Company subsequent to the date hereof
whose election (or nomination for election by the Company’s
stockholders) was approved by a vote of at least a majority of the
members then comprising the Incumbent Board shall be, for purposes
of this Agreement, considered as though such person were a member
of the Incumbent
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Board, or (b) that any member of the Board of
Directors of the Company who is nominated in any definitive proxy
statement furnished to stockholders of the Company in connection
with the solicitation of proxies on behalf of the Board of
Directors of the Company shall be, for purposes of this Agreement,
considered as a member of the Incumbent Board; provided however,
that any individual who has been elected a member of the
Company’s Board of Directors in opposition to a solicitation
of proxies by or on behalf of the members of the Incumbent Board,
or a committee thereof, shall not be deemed a member of the
Incumbent Board; or
(iv) the Company
is merged, combined, consolidated or reorganized with or into
another corporation or other legal person (“Acquiring
Person”), or the Company sells or otherwise transfers all or
substantially all of its assets to an Acquiring Person, and, as a
result of such merger, combination, consolidation or reorganization
or sale or transfer of assets, less than a majority of the combined
voting power of the then outstanding securities of the Acquiring
Person are held in the aggregate by holders of Voting Securities
(as that term is defined) immediately prior to such transaction;
or
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(v)
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the
Company is dissolved or liquidated.
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(c) “
Disability .”
“Disability” shall mean that at the time
Executive’s employment is terminated he or she shall have
been unable to perform the duties of his or her position for a
period of at least six (6) consecutive months as the result of
total and permanent incapability due to physical or mental illness
or injury.
(d) “
Good Reason .”
Termination for "Good Reason" means termination by Executive of his
or her employment within three years (if a Change of Control occurs
between April 8, 2008 and March 31,
2009) or two years (if a Change of Control occurs
between April 1, 2009 and March 31, 2010) following the initial
existence of at least one of the following conditions without the
consent of the Executive:
(i) A
material diminution in the title, offices or authority or in the
nature of Executive’s responsibilities as they existed
immediately prior to a Change of Control, except in connection with
the termination of Executive’s employment for Cause or
Disability or as a result of Executive’s death or by
Executive other than for Good Reason; or
(ii) A
material diminution by the Company in Executive’s base salary
as in effect immediately prior to the Change of Control unless such
reduction is made to all other similarly situated employees;
or
(iii) The
Company's requiring Executive to be based more than forty-five (45)
miles from the location where he or she is based immediately prior
to a Change of Control, except for required travel on the Company's
business to an extent substantially consistent with
Executive’s business travel obligations prior to the Change
in Control, or if Executive consents to that relocation, the
failure by
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the Company to pay (or reimburse Executive for) all
reasonable moving expenses incurred by Executive or to indemnify
Executive against any loss realized in the sale of
Executive’s principal residence in connection with that
relocation; or
(iv) The taking
of any action by the Company with respect to any incentive
compensation plan(s) or agreements in which Executive is
participating or in effect, immediately prior to a Change of
Control, which has the effect of a material diminution in the total
benefits provided to the Executive under all such incentive
compensation plans; provided however, that plan modifications or
terminations, changes in participation levels or payment changes
applying equally to all similarly situated employees, including
Executive, do not satisfy this section; or
(v) The
taking of any action by the Company with respect to any retirement
plan, life insurance plan, health and accident plan, disability
plan, fringe benefit, paid days off benefit or another benefit plan
in which Executive is participating immediately prior to a Change
of Control which has the effect of a material diminution in the
total benefits provided to the Executive under all such benefit
plans; or
(vi) The failure by
the Company to obtain the assumption of the Company’s
obligations under this Agreement by any successor, as contemplated
in Section 7.
Provided however, that Executive must provide
written notice of the condition giving rise to the right to
terminate for Good Reason within 90 days of the initial existence
of such condition. The Company has thirty (30)
days (the "Cure Period") to cure the acts or omissions giving
rise to such condition. In the event that such a cure is
effectuated by the end of the Cure Period, any resignation by
Executive shall no longer qualify as a Good Reason termination
under the terms of this Agreement.
(e) “
Voting Securities .” “Voting Securities” shall mean all
outstanding classes of voting capital stock of the Company entitled
to vote generally in the election of directors of the
Company.
2.
Term . Subject to the
provisions of Sections 3 and 4 hereof, this Agreement shall
continue until the earlier of: i) either party provides written
notice to the other of its intention to unilaterally terminate the
Agreement as specified in section 4(a); ii) Executive’s
resignation without Good Reason; iii) Executive’s other
termination of employment unless termination of the Agreement would
be invalid under section 4(b); iv) Executive’s death; or (v)
March 31, 2010; provided,
however , that if prior to March 31, 2010
the Company has commenced discussions with any third person(s) that
ultimately results in a Change of Control which occurs after March
31, 2010, the Agreement shall remain in effect. At the time of
the
occurrence of any of these events, this Agreement
shall be deemed terminated without further action required by
either party.
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3.
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Payments following Change of Control and Termination of
Employment .
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(a) In the event a Change of Control of the Company
occurs between April 8, 2008 and March 30, 2009, and if
Executive’s employment with the Company is terminated other
than for Cause or Disability by the Company or the Acquiring Person
or if Executive resigns for Good Reason within three years after
such Change of Control, the Company shall, within ten calendar days
of t
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