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
December 6, 2006
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 incorporation) Identification No.)
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 6, 2006, in connection with the appointment of Matthew G. Jones to
the position of Chief Financial Officer, Treasurer and Secretary, the Board of
Directors (the "Board") of Convera Corporation (the "Company"), upon
recommendation of the Board's Compensation Committee, approved certain new and
amended compensation terms for Mr. Jones effective as of such date. Mr. Jones
had been serving as the Acting Chief Financial Officer, Treasurer and Secretary
since July 24, 2006 following the resignation of the Company's previous Chief
Financial Officer. The Board approved an annual base salary of $250,000 and an
annual bonus potential of $100,000 for Mr. Jones, which bonus will be subject to
the provisions of the Company's executive bonus plan and will be pro rated for
Mr. Jones' service as Chief Financial Officer. In addition, the Board approved a
grant of 225,000 stock options reflecting the Company's standard vesting
provisions, provided that the vesting of such stock options shall vest upon the
occurrence of a change of control as will be defined in Mr. Jones' employment
agreement. In addition, the Board approved a severance benefit equal to the sum
of (1) a maximum of one year of Mr. Jones' then-current base salary, to accrue
one month per month of service from December 6, 2006 and (2) any earned bonus.
The severance payment will be payable upon a termination of Mr. Jones'
employment without cause or without good reason, as such terms shall be defined
in Mr. Jones's employment agreement. In order for Mr. Jones to receive the above
benefits, he will be required to release the Company from all claims and agree
to a non-compete and non-solicitation agreement equal in duration to the
severance period. The Board authorized the Compensation Committee to negotiate
and approve a form of employment agreement with Mr. Jones reflecting such
compensation terms.
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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/ Matthew G. Jones
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Matthew G. Jones
Chief Financial Officer
Date: December 12, 2006
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