Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): November
5, 2008
The
Knot, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
0-28271
|
13-3895178
|
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
462
Broadway, 6th Floor, New York, New York
|
10013
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
(212) 219-8555
|
|
_____________________
(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:
|
o
|
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
As
a
result of a periodic review of Chief Executive Officer compensation in the
spring of 2008 by the Compensation Committee of the Board of Directors of The
Knot, Inc., the company entered into a letter agreement with David Liu on
November 5, 2008 governing the terms of his employment as Chief Executive
Officer. The description of the letter agreement below is qualified in its
entirety by reference to the full text of the letter agreement, a copy of which
is included as Exhibit 10.20 to The Knot’s Quarterly Report on Form 10-Q being
filed concurrently with this report, and is incorporated by reference into
this
report.
Mr.
Liu
will continue to receive an annual base salary of $370,000, subject to
potential increase upon periodic review by the Compensation Committee. He will
be eligible to earn an annual cash incentive bonus, expressed as a percentage
of
base salary. The target and maximum bonus opportunities will be set by the
Compensation Committee, and the amount of the actual bonus will be determined
according to his achievement of certain performance criteria established by
the
Compensation Committee. If The Knot undergoes a change in control (which, for
all purposes under the letter agreement, will be as defined in The Knot’s
Amended and Restated 1999 Stock Incentive Plan), thereafter the target for
his
annual cash incentive bonus will be at least 50% of his base salary, the maximum
bonus opportunity will be at least 100% of his base salary, and for purposes
of
this calculation, his base salary will be assumed to be the greater of $500,000
and his actual base salary in effect on the date of the
calculation.
If
Mr.
Liu’s employment is involuntarily terminated without cause by The Knot or a
successor entity, or if he resigns for good reason, The Knot will pay his base
salary for two years thereafter in semi-monthly installments, at his rate of
pay
in effect immediately prior to such termination or resignation, and provide
all
benefits (other than vesting of any equity award) that were associated with
his
employment immediately prior to such termination or resignation (to the extent
and at such levels that these benefits remain available to executive employees
of The Knot generally during such two-year period). The Knot’s payment of base
salary or provision of benefits will be subject in all cases to his continued
and complete compliance during the two-year severance period with the terms
and
conditions of the non-disclosure, non-competition and non-solicitation agreement
that he has entered into with The Knot. If there is a change in control before
or in connection with any termination or resignation subject to The Knot’s
severance obligation, his base salary for purposes of this obligation will
be
assumed to be the greater of $500,000 and his actual base salary in effect
immediately prior to such termination or resignation. “Cause” and “good reason”
are defined in the letter agreement. Among other things, a good reason exists
if
at any time after a change in control, the Board of Directors materially and
repeatedly interferes with the discharge of his duties or responsibilities
under
the agreement, or immediately following a change in control and for two years
thereafter, he is not the senior-most executive officer of The Knot (or, if
The
Knot is then a subsidiary, of The Knot’s ultimate operating parent
company).
Mr.
Liu
will continue to be entitled to a company-provided leased automobile for
personal use, the make and model of which will be comparable to the
company-provided leased automobile currently in his possession. Mr. Liu will
be
entitled to six weeks of vacation per year.
If,
at
any time after a change in control, any contest or dispute arises between Mr.
Liu and The Knot regarding any provision of the letter agreement, The Knot
will
reimburse him for all legal fees and expenses reasonably incurred by him in
connection with such contest or dispute, but only if he prevails to a
substantial extent with respect to his claims brought and pursued in connection
with such contest or dispute.
If
Mr.
Liu becomes responsible for any tax, interest or penalties under Sections 409A
or 4999 of the Internal Revenue Code in connection with payments made to him
by
The Knot, Mr. Liu will be entitled to receive an additional payment from The
Knot equal to such tax amounts.
By
action
separate from his letter agreement, Mr. Liu was appointed by The Knot’s Board of
Directors to the additional office of President.
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.
| |
THE
KNOT, INC.
(Registrant)
|
|
Date:
November 7, 2008
|
By:
|
/s/
JOHN P. MUELLER
|
| |
|
John
P. Mueller
|
| |
|
Chief
Financial Officer
|