Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
Va Software Corp - Recent Material Event(e) Change
of Control and Termination Agreement with Patricia A. Morris
On
July
16, 2008 the Compensation Committee of the Board of Directors of SourceForge,
Inc. (the “Company”) approved the adoption of amended change of control and
termination benefits for Patricia A. Morris, the Company’s Senior Vice President
and Chief Financial Officer, and authorized the Company to enter into an
agreement with Ms. Morris to reflect the following benefits:
(A) if
Ms.
Morris’s employment is terminated by the Company at any time for any reason not
deemed by the Company to be for “cause,” then, in addition to receiving all
accrued and then unpaid salary and vacation, Ms. Morris will be entitled to
receive: (i) three months of accelerated vesting and a 90 day post-termination
exercise period; (ii) compensation equal to six months of her annual base
salary; (iii) payment of the quarterly bonus, if any, she would have been paid
under the Company’s bonus plan for the entire quarter in which such termination
occurred; and (iv) six months of reimbursement for COBRA health benefits
coverage; and
(B) if,
following a “change of control,” Ms. Morris’s employment is terminated by the
Company at any time for any reason not deemed by the Company to be for
“cause,” or
Ms.
Morris is subject to “constructive termination”, then, in addition to receiving
all accrued and then unpaid salary and vacation, Ms. Morris will be entitled
to
receive: (i) compensation equal to twelve months of her annual base salary;
(ii)
twelve months of accelerated vesting; (iii) payment of the quarterly bonus,
if
any, she would have been paid under the Company’s bonus plan for the entire
quarter in which such termination occurred; and (iv) twelve months of
reimbursement for COBRA health benefits coverage.
The
awarding of any the above described benefits will be contingent upon Ms. Morris
entering into a separation and release of claims agreement prepared by the
Company.
SIGNATURES 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:
July
22,
2008
| |||||||||||||||||||