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): March 8, 2010 (March 2, 2010)
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34299
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31-1420852
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1601 Dry Creek Drive, Suite 260
Longmont, Colorado
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80503
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 684-4000
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Not Applicable
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 2, 2010, the Board of Directors of DigitalGlobe, Inc. (the Company) adopted the DigitalGlobe, Inc. 2010
Executive Success Sharing Plan (the Success Sharing Plan). The Success Sharing Plan is the Companys incentive
compensation plan under which both annual cash bonuses and annual long term incentive grants are awarded to executives.
The Success Sharing Plan covers all of our executive officers other than the Chief Executive Officer.
The purpose of the Success Sharing Plan is to recognize overall company success, as well as departmental, team,
and individual contributions. Thus, the Success Sharing Plan has both formulaic and discretionary or qualitative
elements. The Compensation Committee and the Companys full Board of Directors ultimately have discretion with respect
to approval of both the cash and the equity awards made under the Success Sharing Plan.
Under the 2010 Success Sharing Plan, the 2010 target cash bonus amount for each participant will be calculated
based on a percentage of the participants base salary. Seventy percent of an eligible participants target cash bonus
will be based on the achievement of three Company financial performance metrics, (1) commercial segment revenue; (2)
defense and intelligence segment revenue; and (3) 2010 adjusted EBITDA. Eighty percent of the target for a metric must
be met for any amount to be payable for that metric. Thirty percent of an eligible participants target cash bonus is
discretionary and is based on the Chief Executive Officers qualitative assessment of the participants job performance
for the year. Under the 2010 Success Sharing Plan, actual payouts of the cash award can range from 0% to 200% of an
individuals target levels, depending on the level of achievement of the Company financial metrics for the
formula-based portion, and the size of the award under the discretionary portion. The Company, upon approval from the
Compensation Committee, may modify the performance thresholds for the metrics or other terms of the Success Sharing
Plan at any time.
For 2010, the Companys named executive officers, determined as of December 31, 2009, other than the Chief
Executive Officer, are eligible for cash bonus payments equal to the following percentage of base salary for
achievement of the 2010 performance goals at target; Yancey L. Spruill (60%); A. Rafay Khan (50%); Scott Hicar (50%);
and J. Alison Alfers (50%).
In addition to the cash bonus award, the 2010 Success Sharing Plan provides for equity awards that can be granted
to the named executive officers (other than the Chief Executive Officer) at the discretion of the Compensation
Committee following completion of the fiscal year 2010. Recommendations for these equity awards are made by the Chief
Executive Officer to the Compensation Committee based on her assessment of the executives performance, and an
assessment of a competitive and appropriate award value. Awards under the 2010 Success Sharing Plan will be made with
70% of the award value delivered in the form of stock options, and 30% of the award value delivered in the form of
restricted stock, in each case with four-year vesting dependent on continued employment.
The foregoing description of the material terms of the Success Sharing Plan does not purport to be a complete
description of the Success Sharing Plan and is qualified in its entirety by reference to the Success Sharing Plan, a
copy of which will be filed as an exhibit to the Companys Form 10-Q for the quarterly period ending March 31, 2010.
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