Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2022, the Board of Directors granted David Schaeffer, Chairman of
the Board, President and Chief Executive Officer of the Company, an award of up
to 160,000 shares of restricted stock (dependent upon meeting performance
criteria). The stock has voting rights. A portion of the grant, 72,000 shares,
will vest in monthly increments of 6,000 shares starting on January 1, 2025
continuing through December 1, 2025. The remaining portion of the grant, with a
target and a limit of 88,000 performance shares will vest on April 1, 2026 based
on the following performance metrics:
1) Up to 29,333 shares based on the Company's organic growth rate in revenue as
compared to 1.5 times the organic growth rate of the NASDAQ Telecommunications
Index ("NTI") between January 1, 2022 and December 31, 2025. The terms and
conditions of the grant are set forth in the grant agreement.
2) Up to 29,333 shares based on the Company's organic growth rate in cash flows
from operating activities as compared to 2.0 times the organic growth rate of
the NTI between January 1, 2022 and December 31, 2025. The terms and conditions
of the grant are set forth in the grant agreement.
3) Up to 29,334 shares based on the Company's total shareholder return as
compared to the total shareholder return of the NTI between January 1, 2022 and
December 31, 2025. The terms and conditions of the grant are set forth in the
grant agreement.
This description of the provisions of the Restricted Stock Award to
Mr. Schaeffer does not purport to be complete, and is subject to and qualified
in its entirety by reference to the full text of the Restricted Stock Award
which is attached as Exhibit 10.1 to this current report on Form 8-K, and is
incorporated herein by reference.
In addition, each other executive officer received a grant of restricted stock
twenty percent of which vests in quarterly increments in March, June,
September and December 2025. The remaining twenty percent vests on December 1,
2025 based on attainment of customer satisfaction goals. The restricted stock
has voting rights. The terms and conditions of the grants conform to the
Form of Restricted Stock Award in use since 2017 for all grants from the Company
to any of the Vice President named executive officers, which is referenced as
Exhibit 10.2 hereto and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
10.1 Restricted Stock Award, dated as of January 3, 2022, between the
Company and David Schaeffer (filed herewith).
10.2 Form of Restricted Stock Award between the Company and the Vice
President named executive officers (previously filed as Exhibit 10.2 to
our Current Report on Form 8-K, filed on May 3, 2017, and incorporated
herein by reference).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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