SEC Filing - Portal Player, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2005

PORTALPLAYER, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51004

77-0513807

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

3255 Scott Boulevard, Bldg. 1

Santa Clara, California

95054

(Address of principal executive offices)

(Zip Code)

(408) 521-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, 2005, the Compensation Committee of the Board of Directors of PortalPlayer, Inc. (the “Company”) and a subcommittee of the Compensation Committee took actions with respect to executive compensation. In addition, the Compensation Committee approved a form of restricted stock agreement for restricted stock awards.

Restricted Stock Agreement

The Compensation Committee approved a form of restricted stock agreement to be used in connection with stock awards under the Company’s 2004 Stock Incentive Plan. Grants of restricted stock under the form of agreement vest over a period to be determined by the Compensation Committee, or its subcommittee, at the time of grant. If an employee’s service with the Company terminates for any reason, then the employee’s shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. Shares of restricted stock carry all other rights of a shareholder except the right to transfer. A copy of the form of restricted stock agreement is attached as Exhibit 10.1 to this report.

Stock Option Grants and Restricted Stock Awards

The following table presents information regarding options and restricted stock awards granted to executive officers by approval of a subcommittee of the Compensation Committee. The exercise price of shares underlying options was equal to $16.68, the closing price of the Company’s common stock on the Nasdaq National Market on May 3, 2005. Except as noted, the options vest as to 1/48 ^th of the shares monthly over four years, and the restricted stock vests as to 20% of the shares on each of the first five anniversaries of the date of grant.


Name of Executive Officer	Shares Underlying Options		Shares of Restricted Stock
Gary Johnson	67,000		11,000
Gary Johnson	85,731	*	—
Svend-Olav Carlsen	12,435		2,042
Sanjeev Kumar	167,500		27,500
Sanjeev Kumar	—		16,667	**
Richard Miller	10,492		1,723
Michael Maia	73,700		12,100
Scott Tandy	7,229		1,187

*	Immediately exercisable on the date of grant.

**	Vests in full on May 3, 2008 (third anniversary of the date of grant).

2005 Bonus Plan

Under the 2005 Bonus Plan as adopted by the Compensation Committee, the bonuses for the Company’s executive officers and certain officers will be based on the Company’s achievement of certain company financial performance objectives and achievement of certain non-financial individual performance objectives. The bonuses are expected to be paid in 2006 after evaluation of achievement of the objectives by the Compensation Committee, and are calculated as a percentage of annual salary for each executive officer as listed below:


Name of Executive Officer		Target Bonus as a Percentage of Annual Salary
Gary Johnson		67%
Sanjeev Kumar *		50
Svend-Olav Carlsen		50
Richard Miller		50
Mike Maia		50
Scott Tandy		40

*	Mr. Kumar will be entitled to an additional bonus of $20,000 upon the achievement of an additional revenue target.

Specifically, under the 2005 Bonus Plan, each executive officer will be entitled to a target bonus equal to: (a) the percentage of his base salary as set forth above (the “Initial Bonus Amount”) upon achievement of company revenue and EBITDA targets; (b) 120% of his Initial Bonus Amount upon achievement of specified higher company revenue and EBITDA targets; or (c) 140% of his Initial Bonus Amount upon achievement of specified additional higher company revenue and EBITDA targets; provided, however, that the maximum bonus pool for employees and executive officers under the 2005 Bonus Plan will be approximately 7% of EBITDA and provided further that, in order to be eligible for a bonus in each case, both the specified revenue and EBITDA targets for the Company must be met, after which the exact amount of the bonus will also depend upon achieving or exceeding non-financial individual performance objectives.

Executive Salaries

The following table presents the salaries for executive officers, effective as of April 1, 2005, as approved by the Compensation Committee:


Name of Executive Officer	Annual Salary
Gary Johnson	$	325,000
Sanjeev Kumar		278,000
Svend-Olav Carlsen		210,000
Richard Miller		210,000
Mike Maia		212,000
Scott Tandy		200,000

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description
10.1		Form of restricted stock agreement under the PortalPlayer, Inc. 2004 Stock Incentive Plan.

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 hereunto duly authorized.

Dated: May 9, 2005


PORTALPLAYER, INC.

By:		/s/ Svend-Olav Carlsen
		Svend-Olav Carlsen
		Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
10.1		Form of restricted stock agreement under the PortalPlayer, Inc. 2004 Stock Incentive Plan.

EXHIBIT 10.1

FORM OF RESTRICTED STOCK AGREEMENT

PORTALPLAYER, INC.

2004 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK AWARD

You have been granted restricted shares of Common Stock of PortalPlayer, Inc. (the “Company”) on the following terms:


Date of Grant:		[Date of Grant]

Name of Recipient:		[Name of Recipient]

Total Number of Shares Granted:		[Total Shares]

Fair Market Value per Share:		$[Value Per Share]

Total Fair Market Value Of Award:		$[Total Value]

Vesting Commencement Date:		[Vest Day]

Vesting Schedule:		The first [Cliff Percent]% of the shares subject to this award vest when you complete [Cliff Period] months of continuous “Service” (as defined in the Plan) from the Vesting Commencement Date. Thereafter, an additional [Percent]% of the shares subject to this award vest when you complete each month of Service.

By signing this document, you and the Company agree that these shares are granted under and governed by the terms and conditions of the PortalPlayer, Inc. 2004 Stock Incentive Plan (the “Plan”) and the Restricted Stock Agreement, which is attached to and made a part of this document.

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail.


[NAME OF RECIPIENT]		PORTALPLAYER, INC.

		By:
		Title:

PORTALPLAYER, INC.

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

SECTION 1 . PAYMENT FOR SHARES.

No payment is required for the shares that you are receiving.

SECTION 2. GOVERNING PLAN.

The shares that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the PortalPlayer, Inc. 2004 Stock Incentive Plan (the “Plan”), which are incorporated herein by reference. Terms not otherwise defined in this Agreement have meanings ascribed to them in the Plan.

SECTION 3. VESTING.

The shares that you are receiving will vest in installments, as shown in the Notice of Restricted Stock Award.

No additional shares vest after your Service has terminated for any reason.

SECTION 4. SHARES RESTRICTED.

Unvested shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise dispose of Restricted Shares without the written consent of the Company, except as provided in the next sentence. You may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this Agreement.

SECTION 5. FORFEITURE.

If your Service terminates for any reason, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose.

SECTION 6. LEAVES OF ABSENCE AND PART-TIME WORK.

For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work.

If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

SECTION 7. STOCK CERTIFICATES.

The certificates for Restricted Shares have stamped on them a special legend referring to the forfeiture restrictions. In addition to or in lieu of imposing the legend, the Company may hold the certificates in escrow. As your vested percentage increases, you may request (at reasonable intervals) that the Company release to you a non-legended certificate for your vested shares.

SECTION 8. SHAREHOLDER RIGHTS.

During the period of time between the date of grant and the date the shares become vested, you shall have all the rights of a shareholder with respect to the shares except for the right to transfer the shares, as set forth in Section 4. Accordingly, you shall have the right to vote the shares and to receive any cash dividends paid with respect to the shares.

SECTION 9. WITHHOLDING TAXES.

No stock certificates will be released to you unless you have made acceptable arrangements to pay withholding taxes that may be due as a result of this award or the vesting of the shares. With the Company’s consent, these arrangements may include (a) withholding shares of Company stock that otherwise would be delivered to you when they vest or (b) surrendering shares that you previously acquired. The fair market value of the shares you surrender, determined as of the date when taxes otherwise would have been withheld in cash, will be applied as credit against the withholding taxes.

SECTION 10. RESTRICTIONS ON RESALE.

You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.

SECTION 11. NO RETENTION RIGHTS.

Your award or this Agreement does not give you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.

SECTION 12. ADJUSTMENTS.

In the event of a stock split, a stock dividend or a similar change in Company stock, or a merger or a reorganization of the Company, the forfeiture provision of Section 5 will apply to all new, substitute or additional securities or other properties of which you are entitled by reason of your ownership of the shares.

SECTION 13. APPLICABLE LAW.

This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).

SECTION 14. THE PLAN AND OTHER AGREEMENTS.

The text of this Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties.

SECTION 15. SUCCESSORS AND ASSIGNS.

The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns. Your rights and obligations under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 16. NOTICE.

Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following deposit in the United States Post Office with postage and fees prepaid, addressed to the other party hereto at the address last known or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

SECTION 17. NO ORAL MODIFICATION

No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.