-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BXGintGEEHmtiq3ogEZ/qT+vAIdXxDsz8C9Y5ziGo9wk4r++CtKeUgNKPnADYkoG WgZeBGk5qOwMKKdj0AaKSA== 0000932799-05-000356.txt : 20051028 0000932799-05-000356.hdr.sgml : 20051028 20051028134444 ACCESSION NUMBER: 0000932799-05-000356 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051024 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONVERA CORP CENTRAL INDEX KEY: 0001125536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 541987541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31989 FILM NUMBER: 051162475 BUSINESS ADDRESS: STREET 1: 1921 GALLOWS ROAD SUITE 200 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7037615254 MAIL ADDRESS: STREET 1: 1921 GALLOWS ROAD STREET 2: SUITE 200 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: EXCA HOLDINGS INC DATE OF NAME CHANGE: 20001002 8-K 1 form8k.txt FORM 8-K OCT 24, 2005 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 October 24, 2005 Date of Report (Date of Earliest Event Reported) CONVERA CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-31989 54-1987541 (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 1921 GALLOWS ROAD, SUITE 200 VIENNA, VIRGINIA 22182 ------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (703) 761-3700 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): _____ 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)) Item 1.01 Entry into a Material Definitive Agreement On October 24, 2005, the Board of Directors (the "Board") of Convera Corporation (the "Company"), upon recommendation of the Compensation Committee of the Board and the unanimous approval of the independent members of the Board, approved certain modified severance benefits for the Company's President and Chief Executive Officer, Patrick C. Condo. Specifically, the Board approved the following severance arrangements for Mr. Condo: (a) If Mr. Condo's employment is terminated without cause or he resigns for good reason (as such terms were defined by the Board), Mr. Condo will be entitled to 18 months of salary continuance, 1.5 times his target bonus for the year of termination, 18 months' accelerated vesting of all options held by Mr. Condo and 18 months' medical benefits coverage (either by reimbursement, continued coverage or replacement coverage) (collectively, the "Severance Benefits"). In addition, the restricted stock award made to Mr. Condo pursuant to an agreement dated May 20, 2003, as amended on May 18, 2004 (the "Restricted Stock Award"), of which 300,000 shares are presently unvested, will vest in full upon termination without cause and will be subject to 18 months' additional vesting in the event he resigns for good reason. In order for Mr. Condo to receive the above benefits, he will be required to release the Company from all claims and agree to an 18-month non-compete and non-solicitation agreement. (b) If Mr. Condo is terminated without cause or resigns for good reason within 18 months following a change of control of the Company, he will receive the same Severance Benefits described above. In addition, upon a change of control of the Company, the unvested portion of the Restricted Stock Award will vest in full. SIGNATURE 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, thereto duly authorized. CONVERA CORPORATION By: /s/ PATRICK C. CONDO Patrick C. Condo Chief Executive Officer Date: October 28, 2005 -----END PRIVACY-ENHANCED MESSAGE-----