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4-Traders Homepage  >  Equities  >  Nyse  >  Corelogic Inc    CLGX

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CORELOGIC, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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05/19/2017 | 10:58pm CEST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced in prior Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 6, 2017 and March 17, 2017, Frank Martell was appointed President and Chief Executive Officer of CoreLogic, Inc. (the "Company") effective as of March 6, 2017. In connection with his promotion, on March 14, 2017, the Compensation Committee of the Board of Directors reviewed and approved an increase in compensation for Mr. Martell, and the Company indicated it would be entering into a new form of employment agreement and change in control agreement with Mr. Martell.

On May 15, 2017, the Company entered into an Amended and Restated Employment Agreement with Mr. Martell, effective as of March 6, 2017 (the "Employment Agreement"), that supersedes and replaces the existing employment agreement between Mr. Martell and the Company and sets forth the terms of his compensation. The Employment Agreement is filed herewith as Exhibit 10.1. The following summary of the Employment Agreement is qualified in its entirety by the Employment Agreement, which is incorporated herein by reference.

The Employment Agreement provides for an initial term through December 31, 2018,
with the term automatically renewing annually thereafter for an additional one
year term unless either party provides at least sixty days' advance notice of
non-renewal. Effective March 6, 2017, Mr. Martell's base salary for 2017 will be
$725,000 and his target annual incentive bonus opportunity will be 125% of his
base salary. Mr. Martell will also receive a target long term incentive award in
2017 equal to 450% of his base salary. Mr. Martell will continue to be eligible
to participate in the Company's employee benefit plans and paid time off policy.
Mr. Martell is subject to a confidentiality agreement and twenty-four month
post-termination non-competition covenant.
In the event Mr. Martell's employment is terminated by the Company without
"Cause" or by him for "Good Reason" not in connection with or following a
"Change in Control" (as such terms are defined in the Employment Agreement), he
will be entitled to receive, subject to providing a release of claims and
abiding by the restrictive covenants set forth in the Employment Agreement, (i)
an amount equal to two times the sum of his then annual base salary and target
annual incentive bonus, payable in twenty-four equal monthly installments, (ii)
reimbursement for COBRA premiums for up to twenty-four months, (iii) payment of
any annual incentive bonus earned for the fiscal year prior to the termination
of his employment (but not previously paid), and (iv) payment of a pro-rated
annual incentive bonus for the fiscal year of termination based on actual
performance.
On May 15, 2017, Mr. Martell and the Company also entered into a new Change in
Control Agreement effective as of March 6, 2017 (the "CIC Agreement") that is
substantially consistent with the Company's form of Change in Control Agreement
filed with, and the material terms described in, the Company's Current Report on
Form 8-K filed with the SEC on June 14, 2010, which is incorporated herein by
reference. In connection with his promotion, the "Applicable Multiple" (as such
term is defined in the CIC Agreement) of Mr. Martell's base salary and target
annual incentive bonus payable in a change in control is three times, and he
will be eligible to receive reimbursement for COBRA premiums for up to
thirty-six months in connection with a "Termination" (as such term is defined in
the CIC Agreement). The CIC Agreement supersedes and replaces the existing
change in control agreement between Mr. Martell and the Company.



--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit
Number     Description

           Employment Agreement , effective as of March 6, 2017, between
10.1       CoreLogic, Inc. and Frank Martell.




--------------------------------------------------------------------------------

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