Item 1.01 Entry into a Material Definitive Agreement
On December 12, 2019, Marchex Sales LLC ("Marchex Sales"), a wholly-owned
subsidiary of Marchex, Inc. ("Marchex") and Thryv, Inc. (f/k/a Dex Media, Inc),
successor in interest to YellowPages.com LLC and formerly d/b/a AT&T Interactive
or ATTi ("Thryv") entered into (i) Amendment No. 7 to the Master Services and
License Agreement effective as of December 31, 2019 ("Amendment 7 to the Master
Services and License Agreement"), which amends the Master Services and License
Agreement originally dated as of October 1, 2007, by and between Marchex Sales
and Thryv and as amended to date; and (ii) entered into Amendment No. 5 to the
Pay-for-Call Distribution Agreement effective as of December 31, 2019
("Amendment 5 to the Pay-for-Call Distribution Agreement", together with
Amendment 7 to the Master Services Agreement, the "Amendments"), which amends
the Pay-For-Call Distribution Agreement originally effective as of January 1,
2011, by and between Marchex Sales and Thryv and as amended to date. The
Amendments extend the term of each agreement through December 31, 2020.
The above summaries are qualified in their entirety by reference to Amendment 7
to the Master Services and License Agreement and Amendment No. 5 to the
Pay-For-Call Distribution Agreement, copies of which will be filed as exhibits
to Marchex's applicable quarterly or annual report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
On December 17, 2019, Marchex, Inc. ("Marchex" or the "Company") announced that
John Roswech ("Roswech") joined Marchex as its Chief Revenue Officer commencing
December 16, 2019 (the "Grant Date"). Roswech, age 51, is the former Executive
Vice President of Criteo Brand Solutions for Criteo SA ("Criteo"), a position he
has held since 2017. Prior to Criteo, Roswech was the Chief Revenue Officer at
Hooklogic, Inc. from 2012 to 2017 and the President of Jingle Networks, Inc.
from 2006 to 2012.
Roswech's annual base salary will be $400,000, with an annual bonus opportunity
of up to $250,000, based upon the attainment of mutually agreed to financial
performance measures, and with an incremental bonus of $150,000 which will be
payable in February of 2020 and subject to certain repayment conditions.
As an inducement to join Marchex, Roswech will receive 200,000 stock options
(the "Options"), 200,000 shares of restricted stock (the "First Restricted Stock
Grant") and an additional 80,000 shares of restricted stock (the "Second
Restricted Stock Grant" and together with the Options and the First Restricted
Stock Grant, the "Equity Awards") effective on the Grant Date and issued
pursuant to Marchex's 2012 Stock Incentive Plan (the "Plan"), as amended to
date. The Options will vest over four years, with 25% of the total option shares
vesting on the first anniversary of the Grant Date and the remainder vesting
quarterly thereafter over the next three (3) year period in equal increments of
6.25% of the aggregate amount of such shares. The exercise price of the Options
is the closing price of the stock on the Grant Date. The First Restricted Stock
Grant will vest over four (4) years, with 25% of the total shares vesting on the
first, second, third and fourth annual anniversaries of the Grant Date. The
Second Restricted Stock Grant will vest over three (3) years, in equal parts
vesting on the first, second and third annual anniversaries of the Grant
Date. Vesting for each of the Equity Awards is subject to Roswech remaining a
continuous full-time active employee of Marchex.
In the event that Roswech is terminated by the Company without cause, Roswech
will receive a lump sum payment in an amount equal to three (3) month of base
salary as severance.
A copy of the press release dated December 17, 2019 announcing Roswech's
appointment is attached as Exhibit 99.1 to this report and incorporated herein
by reference. The information contained in the press release attached hereto is
being furnished and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and shall not be deemed incorporated
by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release of Marchex, dated December 17, 2019 .
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
MARCHEX, INC. 
