Occam board to give CEO M&A incentive

Amid a wave of investor disappointment, Occam Networks’ board of directors hope to amend the employment contract of the company’s chief executive, Bob Howard-Anderson, to remove any disincentive he might have to sell the company.

“It is expected that we will enter into an amended or new employment agreement with Mr. Howard-Anderson which will address the acceleration of either a new option grant or the acceleration of his current options in the event of a change of control,” Occam wrote in a 10-K regulatory filing this week. “The purpose of such employment agreements is to promote the ability of our senior executives to act in the best interests of our stockholders, even if they were terminated as a result of a transaction.”

“The language is unusually explicit,” one investor said of the above passage. “They didn’t need to give the reasoning behind it. Looks to me like the board is getting ready to sell the company. If I were on the board, I would be.”

The access equipment vendor filed restated financial reports this week, citing improper revenue recognition procedures in recent years. Significant internal control problems still exist, the company said, predicting sizeable declines in revenue and income for the third quarter as a result of the restatement process. On a conference call Wednesday, investors castigated top management, calling for new leadership or a sale of the company.

Both Howard-Anderson’s contract as well as that of chief financial officer Chris Farrell included provisions that would accelerate the vesting of their stock options if the company were sold. But because all of the 81,479 options offered to Howard-Anderson as part of his initial 2002 contract vested fully last year, the provisions that would have protected his interests in the case of an acquisition have been rendered moot, the company said in filings. And none of the top executives have provisions in their contracts that would grant them cash severance payments in the event they are terminated as part of an acquisition.

“The change of control provisions in our employment agreements…are designed to address the potentially negative consequences of mergers and acquisitions to such officers,” Occam said in the filing.

Asked by investors this week about a potential sale, Howard-Anderson said, “We don’t want to sell the company while we play in a large and growing market.”