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Online Resources Grants Equity to President and CEO
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CHANTILLY, Va., Jun 21, 2010 (BUSINESS WIRE) -- Online Resources Corporation (Nasdaq:ORCC), a leading provider of online financial services, today announced that it has issued unregistered securities to Joseph L. Cowan in connection with his employment as President and Chief Executive Officer. In accordance with NASDAQ Listing Rule 5635(c)(4), these awards were granted outside of the Company's Amended and Restated 2005 Restricted Stock and Option Plan as an inducement for Mr. Cowan to join the Company. Mr. Cowan received stock options and restricted stock valued at $750,000 and $1,000,000, respectively, on the date of grant. These awards vest in four equal annual installments and are subject to his continued employment. In addition, Mr. Cowan purchased common stock valued at $500,000 and received an equal number of matching shares. The matching shares fully vest nine months after grant and neither the matching nor the purchased shares may be sold until after Mr. Cowan terminates his employment. If Mr. Cowan's employment is terminated other than for "cause" or "disability" or he resigns for "good reason" (other than pursuant to a "change of control" as described below), his awards shall continue to vest and become non-forfeitable as if he had remained employed for an additional 12 months (if his termination occurs prior to the first anniversary of his employment) or 18 months (if his termination occurs after the first anniversary of his employment). If there is a change in control of the Company and, on or after the first anniversary of Mr. Cowan's employment, his employment is terminated other than for "cause" or "disability" or he resigns for "good reason", some or all of his equity awards will vest. The portion of his awards that vest will be based on the price at which the Company sells shares in the change in control (or if the Company does not sell shares, the average closing price for the Company's stock for the 30 days preceding the change in control): if the price of the Company's shares is $7.00 per share or less, 50% of his then unvested equity awards will vest; if the price of the Company's shares is $9.00 per share or more, 100% of his then unvested equity will vest; if the price of the Company's shares is between $7.00 and $9.00 per share, the vesting percentage will be interpolated between 50% and 100% on a straight-line basis. These awards and related information are described in full in the Company's 8-K filing with the Securities and Exchange Commission. About Online Resources Online Resources (Nasdaq: ORCC) powers financial interactions between millions of consumers and the Company's financial institution and biller clients. Backed by its proprietary payments gateway that links banks directly with billers, the Company provides web and phone-based financial services, electronic payments and marketing services to drive consumer adoption. Founded in 1989, Online Resources has been recognized for its high growth and product innovation. It is the largest financial technology provider dedicated to the online channel. For more information, visit www.orcc.com. This news release contains statements about future events and expectations, which are "forward-looking statements." Any statement in this release that is not a statement of historical fact may be deemed to be a forward-looking statement. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Specifically factors that might cause such a difference include, but are not limited to: the company's history of losses and anticipation of future losses; the company's dependence on the marketing efforts of third parties; the potential fluctuations in the company's operating results; the company's potential need for additional capital; the company's potential inability to expand the company's services and related products in the event of substantial increases in demand for these services and related products; the company's competition; the company's ability to attract and retain skilled personnel; the company's reliance on the company's patents and other intellectual property; the early stage of market adoption of the services it offers; consolidation of the banking and financial services industry; and those risks and uncertainties discussed in filings made by the company with the Securities and Exchange Commission, including those risks and uncertainties contained under the heading "Risk Factors" in the company's Form 10-K, latest 10-Q, and S-3 as filed with the Securities and Exchange Commission. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements.
SOURCE: Online Resources Corporation Online Resources Corporation Copyright Business Wire 2010 |