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 20,
2007
___________
MAXIMUS, INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-12997
(Commission
File
Number)
|
54-1000588
(I.R.S.
Employer
Identification
No.)
|
|
11419
Sunset Hills Road,
Reston,
Virginia
(Address
of principal executive offices)
|
20190-5207
(Zip
Code)
|
Registrant’s
telephone number, including area
code: (703) 251-8500
Not
Applicable
(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)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
|
Amended
and Restated Income Continuity Program
On
November 20, 2007, we adopted the Amended and Restated Income Continuity
Program
(the “Program”), which amends our Income Continuity Program as adopted by the
Board of Directors on March 21, 2006 primarily to comply with the requirements
and final regulations promulgated under Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”). The Program applies to our
employees that the Board of Directors has designated as “officers” under Section
16 of the Securities Exchange Act of 1934 at the time of a “change of control”
(as defined in the Program) or when such employee is terminated pursuant
to
Section 3(B) of the Program. The Program provides each participant
with compensation, benefits and rights if the following events
occur:
|
·
|
We
terminate the participant’s employment without “cause,” or a participant
resigns for “good reason,” within 36 months following a change of control
of the Company (as each of those terms is defined in the Program)
(or, if
later, within 30 days after the lapse of the Company’s right to cure the
condition resulting in such good reason);
or
|
|
·
|
The
participant’s employment is terminated one year prior to a Change of
Control at the request of a party involved in such change of control,
or
otherwise in connection with or in anticipation of a change of
control.
|
The
compensation, benefits and rights to which a participant would be entitled
in
such an event have been amended to include the following items:
|
·
|
continued
“employee benefits” (as defined in the Program) at the Company’s expense
for a period of 24 months (or 36 months in the case of the chief
executive
officer) following the date of termination (to the extent not exempt
under
Section 409A, such payments are to be made at the time and in the
amount
required under the documents governing each employee benefit);
and
|
|
·
|
a
lump sum payment of $50,000, payable within 10 days following the
date of
termination, which is intended for outplacement and financial planning
services.
|
In
no
event will the eligibility, compensation, benefits and rights described above
be
decreased within one year before or thirty-six months after a change of
control.
To
the
extent a participant is considered a specified employee under Section 409A
and
would be entitled to a payment during the six month period beginning on the
participant’s termination date that is not otherwise excluded from Section 409A,
the Program provides that the payment will not be made to the participant
until
the earlier of the six month anniversary of the participant's date of
termination or the participant’s death.
The
Program will be administered and interpreted in a manner that is intended
to
comply with Section 409A.
A
copy of
the Program is being filed as Exhibit 10.1 to this report and is incorporated
by
reference into this Item 5.02. The foregoing description of the
Program does not purport to be complete and is qualified in its entirety
by
reference to the full text of the Program.
Amendment
to the Equity Incentive Plan
On
November 20, 2007, the Board of Directors approved an amendment (the “Plan
Amendment”) to the 1997 Equity Incentive Plan (as amended through March 22,
2006) (the “Incentive Plan”).
The
Incentive Plan was amended to bring it into compliance with the requirements
and
final regulations promulgated under Section 409A. The Incentive Plan
also was amended to permit a participant, at any time prior to his or her
death,
to assign all or any portion of a vested option (other than an incentive
stock
option) granted to him or her to a family member or a charitable organization
or
Section 501(c) private foundation meeting the requirements of Section
170(c).
A
copy of
the Plan Amendment is being filed as Exhibit 10.2 and is incorporated herein
by
reference into this Item 5.02. The foregoing description of the Plan
Amendment is qualified in its entirety by reference to the full text of the
Plan
Amendment.
Amendment
to Deferred Compensation Plan
On
November 20, 2007, the Board of Directors approved changes to the MAXIMUS,
Inc.
Deferred Compensation Plan (amended and restated effective January 1, 2005)
(the
“Deferred Compensation Plan”). The Deferred Compensation Plan is a
non-qualified deferred compensation plan that allows a select group of our
management or highly compensated employees (as designated by a committee
of the
Board of Directors) to defer certain compensation, including salary, bonuses,
and commissions as provided by the Deferred Compensation Plan. The
Deferred Compensation Plan also allows for us to make discretionary
contributions and matching contributions. Distributions may be made
in a lump sum (or in installments if elected in accordance with the terms
of the
Deferred Compensation Plan) upon termination of employment, disability, a
specified withdrawal date, or death. In the event of a distribution
to a specified employee (as defined by Section 409A) upon a termination of
employment, no distributions will be made before the earlier of the sixth
month
following termination or death.
The
Deferred Compensation Plan was amended on November 20, 2007 to further conform
with the requirements of Section 409A. The Deferred Compensation Plan
was amended to permit participants to elect to receive a lump sum distribution
of the participant's entire account balance in the event of a change in control
(as defined by Section 409A). Payments will made in the month
following the month in which a change in control occurs. However, if
a change in control occurs in the 2007 calendar year, distributions will
be made
in February 2008. The Deferred Compensation Plan will be administered
and interpreted in a manner that is intended to comply with Section
409A.
This
summary of the Deferred Compensation Plan is qualified by the text of such
Plan,
as amended through November 20, 2007, a copy of which is filed as Exhibit
10.3
to this Current Report on Form 8-K, and which is incorporated herein by
reference.
Amendment
to the Executive Employment, Non-Compete and Confidentiality Agreement with
Richard A. Montoni
On
November 20, 2007, the Board of Directors approved changes to the Executive
Employment, Non-Compete and Confidentiality Agreement (the “Montoni Employment
Agreement”) with Richard A. Montoni, which was filed as Exhibit 10.1 to a
Current Report on Form 8-K dated April 26, 2006. Upon the
recommendation of the Board of Directors, we and Mr. Montoni entered into
a
first amendment to the Agreement (the “Montoni Employment
Amendment”).
The
Montoni Employment Agreement was amended for the sole purpose of bringing
it
into compliance with the requirements and final regulations promulgated under
Section 409A. The Montoni Employment Amendment amends the previously
disclosed Montoni Employment Agreement as follows: if Mr. Montoni’s employment
is terminated in connection with a “change of control” (as defined in the
Program), he will be entitled to receive payments and benefits under the
Program
only. If Mr. Montoni’s employment is terminated without “cause” (as
defined in the Program), or Mr. Montoni terminates his employment for “good
reason” (as defined in the Program), prior to the expiration of the Term (as
defined in the Montoni Employment Agreement), Mr. Montoni will be entitled
to
receive: (a) benefits, at the Company’s expense, as provided under the Montoni
Employment Agreement, for the greater of the remainder of the Scheduled Term
(as
defined in the Montoni Employment Agreement) or twelve months (to the extent
not
exempt under Section 409A, such payments are to be made at the time and in
the
amount required under the documents governing each such benefit), (b) vesting
of
stock options and Restricted Stock Units (as defined in the Montoni Employment
Agreement) and (c) a lump sum, payable within 30 days following termination
of
employment, equal to the greater of (i) Base Salary (as defined in the Montoni
Employment Agreement) or (ii) two times the sum of Mr. Montoni’s Base Salary
plus the lesser of his target bonus or previous year’s actual
bonus. To the extent Mr. Montoni is considered a specified employee
under Section 409A and would be entitled to a payment during the six month
period beginning on Mr. Montoni's date of termination that is not otherwise
excluded under Section 409A, the payment will not be made to Mr. Montoni
until
the earlier or the six month anniversary of Mr. Montoni’s date of termination or
his death. The parties to the Montoni Employment Agreement intend
that the Montoni Employment Agreement comply with and be administered in
accordance with Section 409A. To the extent potential payments or
benefits could become subject to Section 409A, the parties shall cooperate
to
amend the Montoni Employment Agreement. In the event that we do not
cooperate, we shall indemnify Mr. Montoni for any interest and additional
tax
arising from the application of Section 409A, grossed-up for any other income
tax incurred by Mr. Montoni related to the indemnification. We will
make such payment within ninety days of the date Mr. Montoni makes the payment
of interest and/or additional tax.
A
copy of
the Montoni Employment Amendment is being filed as Exhibit 10.4 and is
incorporated herein by reference into this Item 5.02. The foregoing
description of the Montoni Employment Amendment is qualified in its entirety
by
reference to the full text of the Montoni Employment Amendment.
Amendment
to the Executive Employment, Non-Compete and Confidentiality Agreement with
Bruce Caswell
On
November 20, 2007, the Board of Directors approved changes to the Executive
Employment, Non-Compete and Confidentiality Agreement (the “Caswell Employment
Agreement”) with Bruce Caswell. Upon the recommendation of the Board
of Directors, we and Mr. Caswell entered into a first amendment to the Agreement
(the “Caswell Employment Amendment”).
The
Caswell Employment Agreement was amended to bring it into compliance with
the
requirements and final regulations promulgated under Section
409A. The Caswell Employment Amendment amends the previously
disclosed Caswell Employment Agreement as follows: if Mr. Caswell’s employment
is terminated in connection with a “change of control” (as defined in the
Program), he will be entitled to receive the greater of (i) the payments
provided under the Caswell Employment Agreement and (ii) the payments and
benefits provided under the Program. If Mr. Caswell’s employment is
terminated without cause, or Mr. Caswell terminates his employment for “good
reason” (as defined in the Caswell Employment Amendment), Mr. Caswell will be
entitled to receive: (a) a lump sum severance payment equal to six months’ base
salary (at his highest base salary rate during his employment with us) plus
the
pro-rated portion of his then-current annual target bonus, which payments
are to
be made to Mr. Caswell within five business days following his resignation
for
good reason. To the extent Mr. Caswell is considered a specified
employee under Section 409A and would be entitled to a payment during the
six
month period beginning on Mr. Caswell’s date of termination that is not
otherwise excluded under Section 409A, the payment will not be made to Mr.
Caswell until the earlier or the six month anniversary of Mr. Caswell’s date of
termination or his death. The parties to the Caswell Employment
Agreement intend that the Caswell Employment Agreement comply with and be
administered in accordance with Section 409A. To the extent potential
payments or benefits could become subject to Section 409A, the parties shall
cooperate to amend the Caswell Employment Agreement. In the event
that we do not cooperate, we shall indemnify Mr. Caswell for any interest
and
additional tax arising from the application of Section 409A, grossed-up for
any
other income tax incurred by Mr. Caswell related to the
indemnification. We will make such payment within ninety days of the
date Mr. Caswell makes the payment of interest and/or additional
tax.
A
copy of
the Caswell Employment Agreement is being filed as Exhibit 10.5 and is
incorporated herein by reference into this Item 5.02. The foregoing
description of the Caswell Employment Agreement is qualified in its entirety
by
reference to the full text of the Caswell Employment Agreement. A
copy of the Caswell Employment Amendment is being filed as Exhibit 10.6 and
is
incorporated herein by reference into this Item 5.02. The foregoing
description of the Caswell Employment Amendment is qualified in its entirety
by
reference to the full text of the Caswell Employment Amendment.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
| |
10.1 |
Amended
and Restated Income Continuity Program |
|
|
10.2
|
First
Amendment to the 1997 Equity Incentive Plan (as amended through
March 22,
2006)
|
|
|
10.3
|
MAXIMUS,
Inc. Deferred Compensation Plan, as
amended.
|
|
|
10.4
|
First
Amendment to the Executive Employment, Non-Compete and Confidentiality
Agreement between us and Richard A.
Montoni
|
|
|
10.5
|
Executive
Employment, Non-Compete and Confidentiality Agreement between us
and Bruce
Caswell
|
|
|
10.6
|
First
Amendment to the Executive Employment, Non-Compete and Confidentiality
Agreement between us and Bruce
Caswell
|
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.
| |
MAXIMUS,
Inc. |
| |
|
|
|
|
Date: November
27, 2007
|
By: |
/s/
|
David
R. Francis
|
| |
|
|
David
R. Francis
|
| |
|
|
General
Counsel and
Secretary
|