UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 3, 2006
ESSEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NO. 0-10772
VIRGINIA 54-0846569
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER ID NO.)
INCORPORATION OR ORGANIZATION)
6708 ALEXANDER BELL DRIVE, COLUMBIA, MARYLAND 21046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (301) 939-7000
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 May 3, 2006, Essex Corporation (the "Company") entered into a Severance
Agreement with Stephen E. Tate, former Executive Vice President, in connection
with his resignation as Executive Vice President of the Company that was
effective April 28, 2006.
Pursuant to the Severance Agreement, Mr. Tate will receive in consideration for
the release of claims and other obligations under the Agreement and further
provided that Mr. Tate remains in full compliance with his obligations to the
Corporation under the Agreement, the Corporation agrees to provide the
following:
(a) The Corporation shall pay to Mr. Tate the gross payment of $19,461.18
(based upon an hourly rate of $105.77), reduced by any applicable tax
withholding.
(b) The Corporation shall retain Mr. Tate's security clearance until May
31, 2006.
(c) Mr. Tate shall be held harmless and indemnified for decisions he made
while he was the COO of Windermere, unless his decisions were reckless,
grossly negligent or intentionally incorrect or fraudulent.
(d) Mr. Tate may keep his 401K plan with Windermere, however, the
Corporation will not contribute to it.
(e) Mr. Tate may retain his rights, title or interest in or to any shares
of the Corporation's stock options as defined in the Essex Corporation
2004 Stock Incentive Plan that were issued to him.
(f) Mr. Tate agrees that if he breaches or acts contrary to the
representations and obligations set forth in the Agreement, such a
violation would be deemed to be a material breach of the Agreement.
Immediately upon such breach, Mr. Tate shall repay to the Corporation
upon demand, the monies described in above and paid to him pursuant to
this Agreement. The Corporation shall be entitled to obtain other
appropriate relief in the event of Mr. Tate's breach. A copy of the
Severance Agreement is attached as Exhibit 10.1 to this Form 8-K and
incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On April 28, 2006, Stephen E. Tate resigned as Executive Vice President of the
Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 10.1 Severance Agreement between the Company and Stephen E. Tate,
dated May 3, 2006
SIGNATURES
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 hereunto duly authorized.
ESSEX CORPORATION
/s/ Leonard E. Moodispaw
DATE: May 3, 2006 Leonard E. Moodispaw
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
10.1 Severance Agreement between the Company and Stephen E. Tate dated
May 3, 2006.