Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Officers
Our board of directors has appointed
Prior to assuming the role of our Chief Financial Officer,
Prior to joining our company on
There are no arrangements or understandings between
Compensatory Arrangements of Certain Officers
On
The following is a summary of the compensation arrangements set forth in each employment agreement described above:
Annual Base Executive Title Salary Annual Targeted Bonus As determined by the Chief Financial Compensation Committee of the Brian T. Mihelich Officer$ 150,000 Board of Directors As determined by the General Counsel Compensation Committee of the Kevin M. Sherlock and Secretary$ 150,000 Board of Directors 1
As an incentive to commence employment with us, pursuant to such agreements, we issued to each of Messrs. Mihelich and Sherlock a restricted stock award of 200,000 shares of common stock, which shares shall vest annually in arrears in two equal installments on the first and second anniversaries of employment. In addition, each executive is also eligible to receive an employee incentive stock option grant each year during the initial term, as determined by the compensation committee of our board of directors, with a strike price equal to that of the other corporate officers and directors under that current year's approved option grants. The executives shall have no rights to any portions of any option grant until the vesting of said grant, which shall be on vesting terms as the as the options granted to our other officers and directors.
Under each of these employment agreements, the executive will be entitled to severance in the event we terminates his employment without Cause (as defined in the employment agreement), he resigns from his employment for Good Reason (as defined in the employment agreement), or he is terminated as a result of death or a disability. The severance amount for each executive would be (i) his pro rata base salary through the date of termination, (ii) a severance amount equal to 6 month's salary if such termination is done within the first year and (iii) a severance amount equal to 12 month's salary if such termination occurs thereafter.
In connection with the execution of his employment agreement, each executive also executed our standard employee agreements containing customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.
The foregoing summary of the employment agreements of Messrs. Mihelich and Sherlock is qualified in its entirety by the copy of such agreements filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item 7.01 and Exhibit 99.1: (i) will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) and (ii) is not to be incorporated by reference into any of our filings.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
The following exhibits are furnished herewith:
Exhibit No. Description 10.1 Employment Agreement dated as ofDecember 2, 2019 between Brian T. Mihelich andComSovereign Holding Corp. 10.2 Employment Agreement dated as ofJanuary 2, 2020 between Kevin M. Sherlock andComSovereign Holding Corp. 99.1 Press Release of the Registrant, datedJanuary 8, 2020 . 2
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