| Item 1.01 | Entry into a Material Definitive Agreement |
Secure Computing Corporation entered into a standard form of indemnification agreement (the Agreement) on December 3, 2007 with Glenn Cross, an officer of Secure Computing.
Our indemnification agreements contain provisions which may require us, among other things, to indemnify our directors and certain officers against a number of liabilities that may arise by reason of their status or service as directors and/or officers (other than liabilities arising from a breach of the duty of loyalty, intentional misconduct or knowing violation of the law or the purchase and sale of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act), may be permitted to directors and officers of Secure pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.8 and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On November 30, 2007, Secure Computing Corporation appointed Glenn Cross to the role of Senior Vice President of Worldwide Sales. Mr. Cross joins us from SurfControl where he served as executive vice president of Global Sales. Prior to SurfControl, Mr. Cross was senior vice president of Sales and Professional Services at Nuance Communications; vice president of Sales and Services at ActivCard, Inc.; senior vice president of Sales, Service and Business Development at Palm Inc.,; and additionally, held a number of sales management positions at Sun Microsystems and Adobe Systems.
We issued a press release on December 3, 2007 announcing this event, and the press release is attached as Exhibit 99.1 to this filing.
In connection with Mr. Crosss appointment as Senior Vice President of Worldwide Sales, the Compensation Committee approved the following compensation for Mr. Cross:
| | An annual base salary of $280,000; |
| | Mr. Cross will be eligible to participate in our Management Incentive Program, under which he may be eligible for a bonus targeted at $300,000, prorated for the portion of the calendar year 2007, and based upon such targets and goals which may be approved by the Compensation Committee of the Board; and |
| | 110,000 shares of restricted stock in Secure which will be issued pursuant to our equity and compensation plan and form of award agreements generally applicable to our senior executives and exercisable in accordance therewith. |
Mr. Crosss employment agreement dated November 30, 2007 also provides for certain severance payments and benefits in the event that Mr. Crosss employment is terminated for a reason other than poor performance or if we experience a change of control. The terms of Mr. Crosss employment arrangement is qualified by Mr. Crosss employment agreement with us, which is attached hereto as Exhibit 10.16 and incorporated herein by reference.
No family relationship exists between Mr. Cross and any director or executive officer of Secure Computing Corporation.
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits |
| 10.8 |
Form of Indemnification Agreement between Secure Computing Corporation and Daniel Ryan dated August 29, 2007. | |
| 10.16 |
Employment agreement with Glenn Cross dated November 30, 2007. | |
| 99.1 |
Press release issued by Secure Computing Corporation on December 3, 2007 regarding the appointment of Glenn Cross to the role of Senior Vice President of Worldwide Sales. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SECURE COMPUTING CORPORATION | ||||||||
| Date: December 6, 2007 | By: | /s/ Timothy J. Steinkopf | ||||||
| Timothy J. Steinkopf, | ||||||||
| Senior Vice President of Operations and Chief Financial Officer (Duly authorized officer and Principal Financial Officer) | ||||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.8 |
Form of Indemnification Agreement between Secure Computing Corporation and Glenn Cross dated December 3, 2007. | |
| 10.16 |
Employment Agreement with Glenn Cross dated November 30, 2007. | |
| 99.1 |
Press release issued by Secure Computing Corporation on December 3, 2007 regarding the appointment of Glenn Cross to the role of Senior Vice President of Worldwide Sales. | |