Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with John Y. Caloz
On January 8, 2020, the Company entered into a new Employment Agreement,
effective January 1, 2020, with John Y. Caloz, under which we agree to continue
to employ Mr. Caloz as our Chief Financial Officer through December 31, 2020.
Under his Employment Agreement, Mr. Caloz is entitled to a base annual salary of
$400,000. Mr. Caloz also is entitled to receive an annual bonus as determined by
us in our sole discretion. In the event we terminate Mr. Caloz's employment
without "cause" or his employment is terminated due to his "disability" (each as
defined in his Employment Agreement) or death, we have agreed to (i) pay Mr.
Caloz or his heirs or representatives, as applicable, a lump-sum severance
amount equal to six months' base annual salary (twelve months' base annual
salary if his employment is terminated without "cause" following a "change in
control" (as defined in his employment agreement)) and (ii) continue the
participation, at our cost, for a period of six months (or twelve months if his
employment is terminated without "cause" following a "change in control") of Mr.
Caloz and his dependents in our employee benefits plan in which Mr. Caloz was
participating. In the event we terminate Mr. Caloz's employment without "cause",
all of Mr. Caloz's vested stock options and any other vested equity awards based
on our securities will remain exercisable for their full term notwithstanding
the termination of his employment. In the event his employment is terminated due
to his "disability" or death, all of Mr. Caloz's unvested stock options and
other equity awards based on our securities will immediately vest in full and
all of his stock options and any other equity awards based on our securities
will remain exercisable for their full term notwithstanding the termination of
his employment.
We also agree in Mr. Caloz's employment agreement that if we do not offer to
renew or extend the employment agreement we will continue to pay Mr. Caloz's
annual salary thereunder during the period commencing on expiration of the
employment and ending on June 30, 2021 or the date he is employed by another
employer, whichever is earlier.
The foregoing description of material terms of the recent employment agreement
with Mr. Caloz does not purport to be a complete description of the terms and
provisions therein. The full text of such agreement will be filed as an exhibit
to our Annual Report on Form 10-K for the year ending December 31, 2019.
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