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INTEGRATED RESEARCH LIMITED — Board/Management Information 2007
Aug 28, 2007
65142_rns_2007-08-28_636fac08-4be2-4602-b536-3b50d97630fc.pdf
Board/Management Information
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Integrated Research Ltd > ABN 76 003 588 449 Level 10, 168 Walker St, North Sydney NSW 2060 Australia t: +61 (2) 9966 1066 f: +61 (2) 9966 1042 e: [email protected]
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Market Announcement
Integrated Research announces the appointment of new CEO
Sydney, August 29, 2007 - Integrated Research Limited (ASX:IRI) today announced the proposed appointment of Mr Mark Brayan to the position of Chief Executive Officer and Managing Director of the Company subject to Board approval with effect from 3 September 2007.
He succeeds Mr Keith Andrews who will retire as a Director effective 3 September 2007 and cease his employment with the Company effective 7 September 2007. Mr Andrews has agreed to provide his services to the Company so as to ensure an orderly transition.
Mr Brayan has over twenty years experience in the software industry. He was recently the COO of outsourcer Talent2. Prior to that he was the CEO of the publicly listed software company Concept Systems. Mark has a strong understanding of the systems management market through his time with BMC Software. He has extensive international experience and has lived and worked in the US and Middle East.
The Company’s Chairman, Mr Steve Killelea, today said:
“I want to thank Keith Andrews for his leadership during recent years, as the Company has grown its international operations. Keith has contributed to the Company and I am grateful that he is assisting Mark into his new position, ensuring an orderly transition.”
Mr Brayan will be introduced to shareholders at the Company’s Annual General Meeting to be held on 13 November 2007. The Company is delighted to welcome Mr Brayan as CEO and looks forward to his contribution to the Company’s growth.
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Precise performance monitoring for business-critical systems
About PROGNOSIS and Integrated Research
www.prognosis.com
Integrated Research – the people behind PROGNOSIS - is a publicly listed company with an 18-year heritage of providing performance monitoring software for business-critical computing and IP telephony environments.
The company services customers in more than 50 countries through direct sales offices in the USA, Europe, and Australia, and via a global channel-driven distribution network.
Customers include the world’s largest bank, telecommunications company, stock exchange, computer hardware manufacturer and Internet service provider.
Media contact:
By authority of the Board, David Leighton Company Secretary Integrated Research Limited ABN: 76 003 588 449
Precise performance monitoring for business-critical systems
ABN: 76 003 588 449
Integrated Research Limited
Summary of Employment Contract with Mr Mark Brayan
The contractual arrangement between Mr Brayan and Integrated Research is for an indefinite term.
Mr Brayans’ remuneration is comprised of a base component, a short-term incentive payment component and a long-term equity component.
Base salary component
Mr Brayan will be paid a compensation package of $400,000 per annum excluding statutory superannuation contributions, payable monthly.
Incentive component
Mr Brayan is eligible for an annual incentive payment of $200,000 per annum, dependent on achieving qualitative objectives and performance targets agreed with the Board.
Equity component
Subject to approval by shareholders at the company’s AGM on 13 November 2007, the Board intends to grant Mr Brayan 1,000,000 options over the ordinary shares of the company. The key commercial terms of this agreement are:
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The options are issued with a grant date of 3 September 2007 for nil consideration, at an exercise price equal to the market value on the grant date.
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25% of options vest in equal tranches over four years subject to achievement of agreed annual PAT performance hurdles.
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Options will lapse after five years.
Termination of the agreement
Specific notice and severance understandings have been agreed based on the particular circumstances – voluntary resignation, termination by either side with or without cause, nonperformance or good reason on either side. Mr Brayan can terminate his employment by giving four months prior notice in writing.
Precise performance monitoring for business-critical systems