UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
to
Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): May 31, 2007
Oakley,
Inc.
(Exact
name
of registrant as specified in its charter)
|
Washington
|
001-13848
|
95-3194947
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
One
Icon
Foothill
Ranch, California 92610
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
(949)
951-0991
N/A
(Former
name
or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
] Written communication 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
5.02(e). Compensatory Arrangements of Certain
Officers.
This
Current
Report on Form 8-K/A is being filed by Oakley, Inc. (the “Company”) as Amendment
No. 1 to the Company’s Current Report on Form 8-K that was filed with the
Securities and Exchange Commission on June 5, 2007 (the “Original
Filing”). The Original Filing stated that the Compensation and Stock
Option Committee of the Board of Directors of the Company (the “Compensation
Committee”) amended on May 31, 2007 the Employment Agreement dated September 19,
2005 between the Company and D. Scott Olivet, the Company’s Chief Executive
Officer (the “Employment Agreement”). In fact, on May 31, 2007, the
Compensation Committee did not amend, but rather agreed to amend, the Employment
Agreement to address the treatment of awards made under the Company's long-term
incentive plan (“LTIP”) to Mr. Olivet in the event of termination of
employment. The Compensation Committee agreed to amend the Employment
Agreement to treat such awards consistent with similar amendments approved
in
the same meeting to the Company’s severance plans, taking into account the
specific provisions of the Employment Agreement that vary from the provisions
of
the Company’s severance plans.
On
September
19, 2007, pursuant to the above authorization, the Company and Mr. Olivet agreed
to the terms of an Amendment to the Employment Agreement (the
“Amendment”). Specifically, in the event of a termination without
cause or a termination for good reason that occurs absent a change in control
and prior to certification of the LTIP awards by the plan administrator, to
be
eligible for any payment of awards under the LTIP, Mr. Olivet must be employed
for at least two-thirds (2/3) of the performance period underlying the
awards. If so employed, all equity (performance unit) and cash awards
under the LTIP granted to Mr. Olivet would be paid out, if earned based on
meeting the Company performance measures as set forth in the award grant, at
fifty percent (50%) of the pro rated amount that is calculated based on the
percentage of time employed during the performance period for such
awards. Such awards would be paid out in full on the first date that
any payment is made on a similar award, based on the same performance criteria
and performance period, to any other officer of the Company who is still
employed by the Company through such payment date. In the event of a
termination without cause or a termination for good reason that occurs in
connection with, or within twenty four (24) months following, a change in
control that occurs prior to the certification of the LTIP awards, the
provisions above apply with three exceptions. First, Mr. Olivet need not be
employed for at least two-thirds (2/3) of the performance period underlying
the
awards to be eligible for any payment of awards under the
LTIP. Second, cash awards earned under the LTIP would be paid out at
one hundred percent (100%) of the pro rated amount payable rather than fifty
percent (50%). Third, performance unit awards would be paid out at
the greater of (x) one hundred percent (100%) of the pro rated amount payable
rather than fifty percent (50%) and (y) one hundred percent (100%) of the shares
payable upon immediate vesting of the target shares.
For
any such termination that occurs following the certification of the goals by
the
plan administrator, 100% of Mr. Olivet's then-unvested cash and performance
unit
awards would become immediately vested as of the termination date and would
be
paid out in full within ten (10) business days following the effective date
of a
release of claims against the Company.
Additionally,
such Amendment contains amendments to the Employment Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
the regulations promulgated thereunder. The Compensation Committee
ratified the Amendment in its entirety at its regular meeting on September
19,
2007.
The
foregoing description of the Amendment is only a summary, does not purport
to be
complete and is qualified in its entirety by reference to the
Amendment. The Amendment is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item
9.01(d). Exhibits.
10.1
Amendment
to
Employment Agreement, dated as of September 19, 2007, by and between Oakley,
Inc. and D. Scott Olivet
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 thereunto
duly
authorized.
OAKLEY,
INC.
Date:
September 20,
2007 By:
/s/
Richard Shields__________
Name:
Richard
Shields
Title: Chief
Financial Officer