SAJA Sajan, Inc.

 

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 9, 2015

 

Sajan, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	000-51560	41-1881957
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
625 Whitetail Blvd., River Falls, Wisconsin		54022
(Address of principal executive offices)		(Zip Code)

 

(715) 426-9505

(Registrant’s telephone number, including area code) 

 

Not Applicable 

(Former name and 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:

 

¨	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))

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On March 9, 2015, Sajan, Inc. (the “Company”) amended its employment agreement with Thomas P. Skiba, the Company’s Chief Financial Officer, dated August 29, 2013 (the “Agreement”) to increase the terms of the severance Mr. Skiba is entitled to receive if his employment with the Company is terminated by the Company without cause or by Mr. Skiba for good reason (the “Amendment”). The Amendment increases the amount of the severance payment Mr. Skiba is entitled to receive from a total gross amount equal to six (6) months of his ending base salary to a total gross amount equal to twelve (12) months of his ending base salary. In addition, any stock options held by Mr. Skiba that are due to be vested within twelve (12) months from his date of termination will become vested and exercisable. All other terms of the Agreement remain unchanged.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1		First Amendment to Employment Agreement, between the Company and Thomas P. Skiba, dated March 9, 2015.

 

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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.

 

	SAJAN, INC.
	By: /s/ Thomas P. Skiba
	Thomas P. Skiba, Chief Financial Officer
Date:  March 10, 2015

 

 

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SAJAN, INC.

FORM 8-K CURRENT REPORT

INDEX TO EXHIBITS

 

Exhibit No.		Description
10.1		First Amendment to Employment Agreement, between the Company and Thomas P. Skiba, dated March 9, 2015.

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made effective this 9 day of March, 2015 (the “Effective Date”), by and between SAJAN, INC., a Delaware corporation having its principal executive offices in the State of Wisconsin (the “Company”), and THOMAS P. SKIBA, an individual resident of the State of Minnesota (the “Employee”).

 

RECITALS

 

WHEREAS, the parties entered into a written agreement governing Employee’s employment with the Company on August 29, 2013 (the “Agreement”), pursuant to which the Employee is entitled to a severance payment in a total gross amount equal to six (6) months of the Employee’s ending base salary if the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason (as such terms are defined in the Agreement); and

 

WHEREAS, the Company and the Employee desire to amend Section 6.4 of the Agreement to increase the Employee’s severance payment to a total gross amount equal to twelve (12) months of the Employee’s ending base salary;

 

NOW, THEREFORE, in consideration of the mutual promises and provisions contained in this Amendment, the parties, intending to be legally bound, agree as follows:

 

AGREEMENT

 

1. Terms of Employment. The parties agree that the terms of the Agreement will remain in full force and effect, except as set forth in this Amendment.

 

2. Severance Payment. Section 6.4 of the Agreement will be replaced in its entirety with the following:

 

“6.4 By the Company Without Cause or by the Employee for Good Reason. If (a) the Company terminates the Employee’s employment without Cause, or (b) the Employee properly terminates employment for Good Reason pursuant to Section 5.2, the Employee will be entitled to severance pay in a total gross amount equal to twelve (12) months of the Employee’s ending Base Salary with the Company (the “Severance Payment”), which will be paid in accordance with the Company’s regular payroll schedule commencing on the first payroll date following the Employee’s signing of the general release agreement discussed in Section 6.5 of this Agreement and the expiration of any rescission period set forth in such general release agreement. In addition, any stock options that are due to be vested within twelve months from the Date of Termination shall become vested and exercisable. Notwithstanding anything herein to the contrary, in no event shall any portion of the Severance Payment be paid to the Employee later than the last day of the second taxable year of the Employee following the taxable year in which the Date of Termination occurs.”

 

 

IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment to Employment Agreement on the day and year first written above.

 

	SAJAN, INC.
	/s/ Shannon Zimmerman
	By: Shannon Zimmerman
	Its: CEO
	/s/ Thomas P. Skiba
	Thomas P. Skiba, an Individual

 

Signature Page to First Amendment to Employment Agreement