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(d)
On
September 24, 2008, Registrant issued a press release announcing the appointment
of Suzanne M. Present, age 49, to Registrant’s Board of Directors (“Board”). The
Board appointed Ms. Present as a Class I director effective September 22,
2008,
with a term expiring at the annual meeting following the close of fiscal
year 2009. A copy of the Company’s press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The
Board
has not yet appointed Ms. Present to any committees of the Board.
Pursuant
to the Registrant’s compensation policies for independent, non-employee members
of the Board, member compensation, as detailed in Registrant’s Current Report
Form 8-K dated September 5, 2007 (Commission File No. 000-28369) and in
Registrant’s Proxy Statement for its 2007 Annual Meeting of Stockholders, which
was filed with the Securities and Exchange Commission on November 1, 2007,
Ms.
Present was granted an option to purchase 70,000 shares of Registrant’s Common
Stock, vesting over a period of three years, with one quarter vesting on
the
date of grant and one thirty-sixth vesting each month thereafter. The vesting
of
this option will automatically accelerate upon a change of control of
Registrant. Ms. Present will also be entitled to receive cash compensation
and
additional restricted stock grants in accordance with Registrant’s standard
non-employee director compensation policies, which provide that, among other
things,
each
non-employee director receives an annual retainer of $20,000, $2,500 for
in-person attendance throughout regularly-scheduled Board meetings, $1,250
for
telephonic participation throughout regularly-scheduled Board meetings, and
$500
for in person attendance or telephonic participation for any special unscheduled
Board meetings.
There
are
no family relationships between Ms. Present and any executive officers,
directors, or other employees of Registrant. Ms. Present has no material
interests in any transactions or proposed transactions with Registrant.
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:
September
24, 2008
EXHIBIT
INDEX
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