Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 13, 2020, iCAD, Inc. (the "Company") entered into an employment
agreement (the "Employment Agreement") with Michael Klein to continue serving as
Executive Chairman and Chief Executive Officer of the Company. Mr. Klein's
compensation will consist of an annual base salary of $400,000, effective as of
November 19, 2019, and a target annual incentive bonus of up to 65% of his base
salary if the Company achieves goals and objectives determined by the
Compensation Committee.
In connection with the Employment Agreement, on January 13, 2020, the Company
granted Mr. Klein an option to purchase 110,000 shares of Company common stock
at an exercise price of $8.77 per share, which was the closing price of the
Company's common stock on the Nasdaq Stock Market on the grant date.
Mr. Klein is also entitled to customary benefits, including participation in
employee benefit plans as well as a monthly automobile allowance. The Employment
Agreement provides that if his employment is terminated without "cause" or if he
terminates his employment for "good reason" (as such terms are defined in the
Employment Agreement), then, among other things: (i) he will continue to receive
an amount equal to his base salary for the 15 month period from the date of his
termination; (ii) he will receive the pro rata portion of
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his incentive bonus, if any, earned for the fiscal year of his termination;
(iii) he will receive reimbursement of monthly premiums for continued health
benefits for 15 months; and (iv) the Board will nominate Mr. Klein for election
to the Board of Directors (the "Board") at any meeting of stockholders at which
members of the Board are elected, at least until December 31, 2020.
In the event that within six months of a "change in control," Mr. Klein's
employment is terminated by the Company without "cause," then: (i) he will
continue to receive an amount equal to his base salary for the period of 24
months from the date of his termination; (ii) he will receive the pro rata
portion of his incentive bonus, if any, earned for the fiscal year of his
termination; and (iii) all unvested stock options and other equity awards
granted by the Company will immediately vest and become exercisable and will
remain exercisable for not less than 180 days thereafter.
This description of the Employment Agreement is qualified in its entirety by the
agreement filed as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
10.1 Employment Agreement, dated as of January 13, 2020--------------------------------------------------------------------------------
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