Business Context and Reporting Period
This Form 8-K Current Report was filed by Blackbaud, Inc. on January 28, 2010. The filing discloses the execution of an Amended and Restated Employment and Noncompetition Agreement with Marc Chardon, the Company's President and Chief Executive Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
- Base Salary: $564,000 per year.
- Target Cash Bonus: 100% of base salary (effective January 1, 2010).
- Annual Equity Bonus: Restricted stock valued at $562,500 and stock appreciation rights (SARs) with a target value of $500,000.
- Specific SAR Grants: 100,000 shares granted on February 10, May 10, and August 10, 2010, with vesting dates in November 2010, 2011, and 2012.
Material Changes
The primary material change is the replacement of Mr. Chardon's previous employment agreement (effective November 28, 2005) with a new contract extending his tenure through December 31, 2012, with automatic one-year renewals thereafter. The new agreement establishes specific compensation tiers and detailed severance provisions not previously detailed in this filing.
Outlook, Risks, and Contingencies
Severance and Termination Provisions:
- Termination Without Cause/Good Reason: 24 months of base salary, pro rata cash bonus, 18 months of health benefits, and 12-month acceleration of unvested equity.
- Change in Control: If terminated without cause or resigns for good reason within 12 months of a change in control, Mr. Chardon receives 100% vesting of all equity awards.
- Non-Renewal by Company: 12 months of base salary as a lump sum (unless related to a change in control).
- Termination for Cause: Only accrued compensation is paid; unvested equity is forfeited.
- Death/Disability: Accrued compensation and pro rata bonus paid; unvested equity forfeited.
Risks and Covenants: Mr. Chardon is subject to non-compete and non-solicitation covenants for one year following termination. He is restricted from serving on the boards of more than three non-affiliated entities while employed.
Investor Verification Checklist
- Verify the total potential equity dilution from the annual equity bonus and specific SAR grants.
- Review the full text of Exhibit 10.43 to understand the specific definitions of "Cause," "Good Reason," and "Change in Control."
- Assess the impact of the 24-month severance obligation on future cash flow if termination occurs without cause.
- Confirm the vesting schedule alignment with the company's strategic planning horizon.