UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(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
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(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