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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)1
Acxiom Corporation
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(Name of Issuer)
Common Stock, Par Value $0.10 per share
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(Title of Class of Securities)
005125109
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(CUSIP Number)
Allison Bennington
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
(415) 362-3700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a Copy to:
Christopher G. Karras, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
Ph. (215) 994-4000
September 27, 2005
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 240.13d-1(b)(e), 240.13d-1(f) or
240.13d-1(g) check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7(b)
for other parties to whom copies are to be sent
1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
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CUSIP NO. 005125109 Page 2 of 19
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,802,970**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
9,802,970**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,802,970**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 005125109 Page 3 of 19
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Partners Co-Investors, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 138,660**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
138,660**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,660**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 005125109 Page 4 of 19
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners, L.L.C.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,941,630**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
9,941,630**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,941,630**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 005125109 Page 5 of 19
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Jeffrey W. Ubben
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,941,630**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
9,941,630**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,941,630**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 005125109 Page 6 of 19
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
George F. Hamel, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,941,630**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
9,941,630**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,941,630**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 005125109 Page 7 of 19
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Peter H. Kamin
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
---------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 9,941,630**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
9,941,630**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,941,630**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
THE PURPOSE OF THIS AMENDMENT NO. 7 TO SCHEDULE 13D IS TO AMEND THE
PURPOSE OF TRANSACTION SECTION OF REPORTS FILED BY THE REPORTING PERSONS.
THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION PREVIOUSLY REPORTED.
ITEM 4. PURPOSE OF TRANSACTION.
On October 3, 2005, the Reporting Persons sent a letter (the
"Letter") to Mr. Charles Morgan, the Chairman of the Board of Directors
and Chief Executive Officer of the Issuer, notifying him that the
Reporting Person has entered into a series of consulting agreements
described more fully in Item 6 hereof, attached hereto as Exhibits C, D
and E respectively, and incorporated herein by reference. A copy of the
Letter is attached as Exhibit B to this report and is incorporated herein
by reference.
ITEM 6 - Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On September 21, 2005, VA Partners, LLC ("ValueAct Capital")
entered into a Consulting Agreement (the "Andreozzi Agreement") with
Andreozzi Consulting, LLC ("Andreozzi"), pursuant to which ValueAct
Capital granted an option to Andreozzi to purchase 160,000 shares of the
Issuer's common stock owned by the Reporting Persons at an exercise price
equal to $18.7841 per share. The Andreozzi Agreement provides that fifty
percent of the option vested on September 21, 2005 and fifty percent of
the option will vest on February 24, 2006 so long as Andreozzi is
continuing to provide services to ValueAct Capital in accordance with the
Andreozzi Agreement; however, if Andreozzi voluntarily terminates its
relationship with ValueAct Capital, other than due to death or
disability, between February 24, 2006 and September 5, 2006, all
unexercised options shall terminate. Pursuant to the Andreozzi
Agreement, Lou Andreozzi has agreed to provide strategic and operational
consulting services regarding ValueAct Capital's investment in the Issuer
and to stand for election to the Issuer's board of directors. A copy of
the Andreozzi Agreement is attached as Exhibit C to this report and is
incorporated herein by reference.
On September 21, 2005 and September 27, 2005, ValueAct Capital
entered into Consulting Agreements (together, the "Other Agreements")
with Mike Wood and Michael Lawrie, pursuant to which ValueAct Capital
granted stock appreciation rights in the Issuer to each such person in
the amount of 100,000 shares of the Issuer's common stock owned by the
Reporting Persons at a base price equal to $18.7841 per share. The Other
Agreements provide that fifty percent of each grant vested on October 1,
2005 and fifty percent of the grant will vest on February 24, 2006 and
will be deemed exercised on September 5, 2006; however, if such grantee
voluntarily terminates his relationship with ValueAct Capital, other than
due to death or disability, between February 24, 2006 and September 5,
2006, then such person's grant shall terminate with no further
compensation due. Pursuant to the Other Agreements, each of Mr. Wood and
Mr. Lawrie has agreed to provide strategic and operational consulting
services regarding ValueAct Capital's investment in the Issuer and to
stand for election to the Issuer's board of directors. Copies of the
Other Agreement are attached as Exhibits D and E, respectively, to this
report and are incorporated herein by reference.
Page 8 of 19
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A) Joint Filing Agreement
B) Letter from Reporting Persons dated October 3, 2005 to the Issuer
C) Consulting Agreement with Andreozzi Consulting, LLC dated September 21, 2005
D) Consulting Agreement with Mike Wood dated September 21, 2005
E) Consulting Agreement with Mike Lawrie dated September 27, 2005
Page 9 of 19
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
George F. Hamel, Jr. and Peter H. Kamin, and each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing) to sign any
and all amendments to this Schedule 13D, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
ValueAct Capital Partners Co-Investors L.P.,
by VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
VA Partners, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: October 3, 2005 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: October 3, 2005 Peter H. Kamin, Managing Member
Page 10 of 19
Exhibit A
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Acxiom
Corporation is being filed jointly on behalf of each of them with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
ValueAct Capital Partners Co-Investors L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
VA Partners, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: October 3, 2005 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: October 3, 2005 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: October 3, 2005 Peter H. Kamin, Managing Member
Page 11 of 19
Exhibit B
LETTER
VAC
VALUEACT CAPITAL
October 3, 2005
CONFIDENTIAL - VIA ELECTRONIC MAIL
Acxiom Corporation
1 Information Way
Little Rock, Arkansas 72202
Attn: Board of Directors
Re: Acxiom Corporation (the "Company")
Ladies and Gentlemen of the Board of Directors:
As we discussed with Charles Morgan at the Company's annual shareholders
event on August 3rd, 2005, ValueAct Capital remains interested in
acquiring all of the shares of the Company that it does not already own.
In pursuit of such interest, we wish to inform you that we have recruited
the following persons who, together, have over 40 years of operating
experience in the information services and technology industries.
Lou Andreozzi, most recently President and CEO of LexisNexis;
Mike Lawrie, most recently CEO of Siebel Systems. Prior to Siebel
Systems, Mr. Lawrie held various positions with IBM, most recently as
Senior Vice President and Group Executive; and
Mike Wood, most recently CFO of Worldspan Technologies and Senior Vice
President and General Manager for ChoicePoint, Inc.
Sincerely,
/s/ Jeffrey W. Ubben
Jeffrey W. Ubben
Managing Partner
Page 12 of 19
Exhibit C
VA PARTNERS, LLC
Consulting Agreement With Andreozzi Consulting, LLC
Agreement: VA Partners, LLC (the "Company") agrees to engage
Andreozzi Consulting, LLC ("Andreozzi LLC") and Andreozzi LLC agrees to
make available the services of Lou Andreozzi (the "Consultant") as a
consultant to the Company.
Term: This Agreement shall begin on September 6, 2005 (the
"Effective Date") and end on September 5, 2006 (the "Initial Term"),
subject to extension as agreed by the parties in writing within 60 days
of the end of the Initial Term.
Services: Throughout the Initial Term, Andreozzi LLC shall make
Consultant available to provide the Company up to 30 hours per week of
strategic and operational consulting services regarding the Company's
investment in Acxiom Corporation ("Acxiom"). Provided that the Company
has not delivered a written notice of termination to Andreozzi LLC under
this Agreement prior to February 24, 2006, Consultant agrees to stand for
election to Acxiom's board of directors in 2006 and, if elected, shall
serve as a director until his term expires. If elected to Acxiom's board
of directors, Consultant shall be compensated for such service as other
like directors are compensated.
Consulting Fee: $50,000 per month paid by the 15th of the month.
Business Expenses: The Company shall reimburse Andreozzi LLC and/or
Consultant for reasonable travel and living expenses incurred while the
Consultant is required by the Company to be away from his principal place
of business. It is expected that such expenses during the Initial Term
will not exceed $25,000 unless otherwise agreed to by the parties.
Equity:
- Award: Effective September 21, 2005, the Company shall grant
to Andreozzi LLC an option to purchase 160,000 shares of Acxiom stock
(the "Option").
- Exercise Price: The exercise price of the Option shall equal
$18.7841 per share.
- Vesting: Subject to the termination provisions below, the
Option shall vest as follows:
* 50% of the Option (80,000 shares) shall vest upon September
21, 2005.
* 50% of the Option (80,000 shares) shall vest on February 24,
2006 so long as the Consultant continues to provide services
to the Company on such date.
- Option Term: The Option term shall expire on September 5, 2009.
- Exercise: Andreozzi LLC (or its successor) may exercise the
Option by paying the exercise price (i) in cash or (ii) by such other
Page 13 of 19
method as the Company may approve upon the earlier of (i) September 5,
2006, (ii) the date upon which the Company obtains control of Acxiom
pursuant to a Proxy Contest as described herein, or (iii) the date upon
which the Company liquidates a majority (measured as the Effective Date)
of its holdings in Acxiom.
- Adjustment: The number of shares underlying the Option and the
exercise price shall be adjusted to reflect and increase or decrease in
the number of Acxiom shares to preclude the enlargement or dilution of
the rights and benefits under the Option as a result of any stock
dividend, recapitalization, stock split or any other extraordinary event
affecting the outstanding Acxiom shares without the receipt of
consideration.
- Voting Agreement: In the event Consultant is not elected to
the Acxiom Board of Directors, Andreozzi LLC agrees to vote any shares
owned as a result of the exercise of the Option as directed in writing by
the Company.
Termination:
- Andreozzi LLC may voluntarily terminate its relationship with
the Company during the Initial Term at any time and, upon such event, the
Consultant will no longer provide services to the Company. Upon
Andreozzi LLC's termination of the relationship with the Company, the
Company shall pay the Consulting Fee through the effective date of
termination on a pro rata basis.
- The Company may terminate the relationship with Andreozzi LLC
for any reason, but only upon 90 days written notice. During this time
the Company, at its election, may continue to require Andreozzi LLC to
provide services to the Company unless the Company otherwise terminates
the Agreement sooner.
- If Andreozzi LLC terminates its relationship with the Company
(other than due to the death or disability of the Consultant) any time
between February 24, 2006 and September 5, 2006, any unexercised options
shall immediately terminate.
- If Andreozzi LLC terminates its relationship with the Company
due to the death or disability of Consultant, such termination shall not
affect any unexercised options that have vested under this Agreement as
of the effective date of the termination.
Indemnification: The Company shall cover the Consultant under the
Company's existing Indemnification policies and/or programs. Copies of
said policies shall be provided promptly to Consultant's attorney.
Prior Agreements: Consultant has provided to the Company copies of
any non-compete, non-solicitation, or non-hire contracts or provisions
currently applicable to Consultant.
Proxy Contest: If during the Initial Term, the Company is
successful in obtaining control of Acxiom, then (a) the Company shall use
its best efforts to procure for the Consultant the position of Chief
Page 14 of 19
Executive Officer at Acxiom on terms and conditions mutually acceptable
to each party and (b) the Consultant shall have the option to accept such
position on such terms.
Publicity: Except in the case of public filings required of the
Company pursuant to the securities laws of the United States, any
disclosure or public statements regarding the contents or nature of this
agreement shall be coordinated between the parties.
Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of New York without regard to principles of
conflicts of law. The parties acknowledge that this Agreement is a joint
product and shall not be construed for or against any party on the ground
of sole authorship.
Arbitration: Any controversy or claim arising out of or relating to
this Agreement shall be submitted to binding arbitration under, and by a
single arbitrator appointed in accordance with, the then current
commercial arbitration rules of the American Arbitration Association. Any
such arbitration shall be conducted in Newark, New Jersey. The parties
shall share equally the costs and expenses of any such arbitration.
Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction.
VA Partners, LLC
By: /s/ Jeffrey W. Ubben Date: 9/21/2005
-------------------------------- ----------
ANDREOZZI CONSULTING, LLC
By: /s/ Lou Andreozzi Date: 9/21/2005
-------------------------------- ----------
Page 15 of 19
Exhibit D
VA PARTNERS, LLC
Consulting Agreement with Mike Wood
Agreement: VA PARTNERS, LLC (the "Company") agrees to engage Mike
Wood ("Mr. Wood") as a consultant and Mr. Wood agrees to act in such
capacity for the Company.
Term: This Agreement shall begin on September 6, 2005 (the
"Effective Date") and end on September 5, 2006 (the "Initial Term"),
subject to extension as agreed by the parties in writing within 60 days
of the end of the Initial Term.
Services: Throughout the Initial Term, Mr. Wood shall be available
to provide the Company strategic and operational consulting services
regarding the Company's investment in Acxiom Corporation ("Acxiom").
Provided that the Company has not delivered a written notice of
termination to Mr. Wood under this Agreement prior to February 24, 2006,
Mr. Wood agrees to stand for election to Acxiom's board of directors in
2006 and, if elected, shall serve as a director until his term expires.
If elected to Acxiom's board of directors, Mr. Wood shall be compensated
for such service as other like directors are compensated.
Business Expenses: The Company shall reimburse Mr. Wood for
reasonable travel and living expenses incurred while Mr. Wood is required
by the Company to be away from his principal place of business. It is
expected that such expenses during the Initial Term will not exceed
$25,000 unless otherwise agreed to by the parties.
Equity:
- Award: 100,000 Stock Appreciation Rights ("SARSs") in Acxiom
(the "Grant").
- Base Price: $18.7841 for each SAR (the "Base Price").
- Vesting: Subject to the termination provisions below, the
Grant will vest in two traunches, as follows:
* 50% of the Grant (50,000 SARs) will vest on October 1, 2005.
* The remaining 50% of the Grant (50,000 SARs) will vest on
February 24, 2006.
- Settlement Date: Subject to the termination provisions below,
the Consultant shall be deemed to exercise the entire vested portion of
the Grant on September 5, 2006 (the "Settlement Date"). If any portion
of the Grant is not vested on the Settlement Date, such portion of the
Grant shall be forfeited.
- Payment of Grant: Subject to the termination provisions below,
on the Settlement Date, the Consultant shall receive a cash payment equal
to the closing price of the common stock of Acxiom on the Settlement Date
less the Base Price, multiplied by the number of SARs in the Grant that
are vested as of the Settlement Date, if any.
Page 16 of 19
- Adjustment: The number of shares underlying the Grant and the
Base Price shall be adjusted to reflect any increase or decrease in the
number of Acxiom shares to preclude the enlargement or dilution of the
rights and benefits under the Grant as a result of any stock dividend,
recapitalization, stock split or any other extraordinary event affecting
the outstanding Acxiom shares without the receipt of consideration.
Termination:
- If Mr. Wood terminates his relationship with the Company (other
than due to the death or disability of the Mr. Wood) any time between
February 24, 2006 and September 5, 2006, then the grant shall be
immediately forfeited and terminated with no further compensation due to
Mr. Wood.
- If this agreement is terminated due to Mr. Wood's death or
disability, such termination shall not affect any vested portion of the
Grant as of the effective date of such termination.
Indemnification: The Company shall cover Mr. Wood under the
Company's existing Indemnification policies and/or programs.
Prior Agreements: Mr. Wood has provided to the Company copies of
any non-compete, non-solicitation, or non-hire contracts or provisions
currently applicable to Mr. Wood.
Publicity: Except in the case of public filings required of the
Company pursuant to the securities laws of the United States, any
disclosure or public statements regarding the contents or nature of this
agreement shall be coordinated between the parties.
Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of New York without regard to principles of
conflicts of law. The parties acknowledge that this Agreement is a joint
product and shall not be construed for or against any party on the ground
of sole authorship.
Arbitration: Any controversy or claim arising out of or relating to
this Agreement shall be submitted to binding arbitration under, and by a
single arbitrator appointed in accordance with, the then current
commercial arbitration rules of the American Arbitration Association. Any
such arbitration shall be conducted in New York, NY. The parties shall
share equally the costs and expenses of any such arbitration. Judgment
upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
VA PARTNERS, LLC
By: /s/ Jeffrey W. Ubben Date: 9/21/2005
-------------------------------- ----------
MICHAEL WOOD
By: /s/ Michael Wood Date: 9/21/2005
-------------------------------- ----------
Page 17 of 19
Exhibit D
VA PARTNERS, LLC
Consulting Agreement with Mike Lawrie
Agreement: VA PARTNERS, LLC (the "Company") agrees
to engage Michael Lawrie ("Mr. Lawrie") as a consultant and Mr. Lawrie
agrees to act in such capacity for the Company.
Term: This Agreement shall begin on September 6, 2005 (the
"Effective Date") and end on September 5, 2006 (the "Initial Term"),
subject to extension as agreed by the parties in writing within 60 days
of the end of the Initial Term.
Services: Throughout the Initial Term, Mr. Lawrie shall be
available to provide the Company strategic and operational consulting
services regarding the Company's investment in Acxiom Corporation
("Acxiom"). Provided that the Company has not delivered a written notice
of termination to Mr. Lawrie under this Agreement prior to February 24,
2006, Mr. Lawrie agrees to stand for election to Acxiom's board of
directors in 2006 and, if elected, shall serve as a director until his
term expires. If elected to Acxiom's board of directors, Mr. Lawrie
shall be compensated for such service as other like directors are
compensated.
Business Expenses: The Company shall reimburse Mr. Lawrie for
reasonable travel and living expenses incurred while Mr. Lawrie is
required by the Company to be away from his principal place of business.
It is expected that such expenses during the Initial Term will not exceed
$25,000 unless otherwise agreed to by the parties.
Equity:
- Award: 100,000 Stock Appreciation Rights ("SARSs") in Acxiom
(the "Grant").
- Base Price: $18.7841 for each SAR (the "Base Price").
- Vesting: Subject to the termination provisions below, the Grant
will vest in two traunches, as follows:
* 50% of the Grant (50,000 SARs) will vest on October 1, 2005.
* The remaining 50% of the Grant (50,000 SARs) will vest on
February 24, 2006.
- Settlement Date: Subject to the termination provisions below,
the Consultant shall be deemed to exercise the entire vested portion of
the Grant on September 5, 2006 (the "Settlement Date"). If any portion
of the Grant is not vested on the Settlement Date, such portion of the
Grant shall be forfeited.
- Payment of Grant: Subject to the termination provisions below,
on the Settlement Date, the Consultant shall receive a cash payment equal
to the closing price of the common stock of Acxiom on the Settlement Date
less the Base Price, multiplied by the number of SARs in the Grant that
are vested as of the Settlement Date, if any.
Page 18 of 19
- Adjustment: The number of shares underlying the Grant and the
Base Price shall be adjusted to reflect any increase or decrease in the
number of Acxiom shares to preclude the enlargement or dilution of the
rights and benefits under the Grant as a result of any stock dividend,
recapitalization, stock split or any other extraordinary event affecting
the outstanding Acxiom shares without the receipt of consideration.
Termination:
- If Mr. Lawrie terminates his relationship with the Company
(other than due to the death or disability of the Mr. Lawrie) any time
between February 24, 2006 and September 5, 2006, then the grant shall be
immediately forfeited and terminated with no further compensation due to
Mr. Lawrie.
- If this agreement is terminated due to Mr. Lawrie's death or
disability, such termination shall not affect any vested portion of the
Grant as of the effective date of such termination.
Indemnification: The Company shall cover Mr. Lawrie under the
Company's existing Indemnification policies and/or programs.
Prior Agreements: Mr. Lawrie has provided to the Company copies of
any non-compete, non-solicitation, or non-hire contracts or provisions
currently applicable to Mr. Lawrie.
Publicity: Except in the case of public filings required of the
Company pursuant to the securities laws of the United States, any
disclosure or public statements regarding the contents or nature of this
agreement shall be coordinated between the parties.
Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of New York without regard to principles of
conflicts of law. The parties acknowledge that this Agreement is a joint
product and shall not be construed for or against any party on the ground
of sole authorship.
Arbitration: Any controversy or claim arising out of or relating to
this Agreement shall be submitted to binding arbitration under, and by a
single arbitrator appointed in accordance with, the then current
commercial arbitration rules of the American Arbitration Association. Any
such arbitration shall be conducted in New York, NY. The parties shall
share equally the costs and expenses of any such arbitration. Judgment
upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
VA PARTNERS, LLC
By: /s/ Jeffrey W. Ubben Date: 09/27/05
-------------------------------- ----------
MICHAEL LAWRIE
By: /s/ Michael Lawrie Date: 09/27/05
-------------------------------- ----------
Page 19 of 19