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): Mach 26, 2007
Cogdell Spencer Inc.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation)
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001-32649
(Commission File
Number)
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20-3126457
(IRS Employer
Identification Number) |
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4401 Barclay Downs Drive, Suite 300
Charlotte, North Carolina
(Address of principal executive offices)
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28209
(Zip Code) |
Registrant’s
telephone number, including area code: (704) 940-2900
N/A
(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 (see General Instruction
A.2. below):
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))
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ITEM 1.01
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Entry into a Material Definitive Agreement |
On March 26, 2007, Cogdell Spencer Inc. (the “REIT”) and Cogdell Spencer LP (the “LP,” and together
with the REIT, the “Company”) entered into an employment agreement (the “Agreement”) with Heidi
Barringer (the “Executive”). Ms. Barringer, age 54, will serve as an Executive Vice President of
the Company and will be responsible for asset management, human resources and information
technology. Before joining the Company, Ms. Barringer spent 12 years with First Colony Corporation
serving in various roles including Chief Financial Officer, President of the Office Division and
most recently as CEO and President of First Colony Healthcare, LLC.
The Agreement provides for a base salary of $200,000 per annum (the “Annual Salary”), subject to
annual increases as determined by the chief executive officer or the board of directors of the
REIT. In addition to the Annual Salary, the Executive will be eligible to receive an annual bonus
in an amount to be determined by the Company (the “Annual Bonus”).
The initial term of the Agreement is three years commencing on April 5, 2007, and shall continue
for successive one-year periods unless either party elects not to renew the Agreement, subject to
certain advance notice requirements. If the Agreement is terminated by the Company for “cause” or
by the Executive without “good reason,” the Executive shall receive certain compensation, including
Annual Salary and other benefits earned and accrued prior to the date of termination. If the
Agreement is terminated by the Company without “cause” or by the Executive for “good reason,” the
Executive shall receive certain compensation, including (i) Annual Salary, Annual Bonus and other
benefits earned and accrued prior to the termination, (ii) a cash payment equal to 1.99 times the
sum of (x) the Executive’s Annual Salary and (y) the greater of (1) the average of the two previous
Annual Bonuses received by the Executive, or (2) the maximum Annual Bonus payable for the fiscal
year in which the termination occurs, or, in the event that the Executive has not received any
Annual Bonus at the time of such termination, an amount equal to the Annual Bonus the executive
would have received had the Executive remained employed through the period required to be entitled
to receive Annual Bonus and satisfied all target performance objectives, (iii) certain health
benefits for a period of three years after the termination, and (iv) full vesting of certain
pension and other deferred compensation and all outstanding equity-based awards held by the
Executive. If the Agreement is terminated due to death or disability of the Executive, the
Executive shall receive certain compensation, including any Annual Salary, Annual Bonus and other
benefits earned and accrued prior to the date of termination, and full vesting of all equity-based
awards held by the Executive. Upon a change of control of the Company, all equity-based awards
held by the Executive shall fully vest and, if the Executive terminates her employment with the
Company for any reason on or before the first anniversary of the change of control and provides no
less than 30 days’ written notice to the Company, such termination shall be deemed a termination by
the Executive for “good reason” and the Executive shall be entitled to receive the compensation
described above.
The Agreement also contains certain non-competition, confidentiality and non-solicitation
provisions. In consideration for agreeing to these provisions, upon termination of the Agreement
the Executive will be entitled to receive a lump sum payment in an amount equal to the sum of (i)
the Executive’s Annual Salary for one year, and (ii) the greater of (x) the average of the two
previous Annual Bonuses received by the Executive, and (y) the maximum Annual Bonus payable for the
fiscal year in which the termination occurs, or, in the event that the Executive has not received
any Annual Bonus at the time of such termination, an amount equal to the Annual Bonus the executive
would have received had the Executive remained employed through the period required to be entitled
to receive Annual Bonus and satisfied all target performance
objectives. However, within seven days of the date of termination of
the Executive’s employment, the Company may give written notice
to the Executive stating that it does not wish to enforce the
non-competition, confidentiality and non-solicitation provisions of the
Agreement, and the Company will not be obligated to pay to the
Executive the lump sum payment described above.
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