Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2023, KORE Group Holdings, Inc. (the "Company") announced that Jason
Dietrich was appointed to the newly created role of Executive Vice President &
Chief Revenue Officer. In connection with his appointment, Mr. Dietrich, the
Company and KORE Wireless Group, Inc. entered into an employment agreement dated
as of June 12, 2023 (the "Employment Agreement").
The Employment Agreement provides for an indefinite term. Pursuant to the
Employment Agreement, Mr. Dietrich is entitled to a salary of $400,000. Mr.
Dietrich's salary will be reviewed annually by the Company's Board of Directors
(the "Board") solely for upward adjustment at the Board's discretion. The
Employment Agreement also provides that Mr. Dietrich is eligible to earn an
annual bonus, with a target bonus opportunity of 75% of his or her base salary;
provided, however, that Mr. Dietrich shall receive a guaranteed bonus of
$300,000 in respect of fiscal year 2023. Mr. Dietrich is entitled to receive
severance payments and benefits upon a qualifying termination of his employment
by the Company Without Cause (as defined in the Employment Agreement) or by Mr.
Dietrich for Good Reason (as defined in the Employment Agreement) consisting of
the following, in addition to accrued benefits: (i) any annual bonus earned but
unpaid with respect to the Company's fiscal year ending on or preceding the date
of termination (the "Prior Year Bonus"), (ii) payment of base salary in effect
immediately preceding the date of termination (or, if greater, his base salary
in effect immediately preceding a material reduction in his then current base
salary, for which he has terminated his employment for Good Reason) equal to 12
months (the "Severance Period"), payable in accordance with the established
payroll practices of the Company; (iii) a prorated annual bonus for the fiscal
year in which the termination occurs, calculated based on actual achievement and
paid at the same time annual bonuses are generally paid to other executives for
the relevant year (the "Prorated Bonus"), (iv) continuation of any health care
(medical, dental and vision) plan coverage provided to him and his dependents
during the Severance Period (provided that such continued coverage will
terminate in the event he becomes eligible for coverage under another employer's
plans), and (v) all unvested equity or equity-based awards in the Company or its
affiliates that vest solely based on passage of time will automatically vest.
If Mr. Dietrich's employment terminates by reason of his or her death, in
addition to any accrued benefits, his estate is entitled to receive payment of
any Prior Year Bonus and the Prorated Bonus, as well as any benefits to which he
or she is entitled by law.
Pursuant to the Employment Agreement, while employed by the Company (or any
subsidiary or affiliate of the Company) and during the 24-month period following
termination, Mr. Dietrich is subject to non-competition and non-solicitation of
customers and employees covenants, as well as perpetual confidentiality.
The foregoing descriptions of the material terms of the Employment Agreements
are not complete and are qualified in their entirety by reference to the full
text of the Employment Agreement attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this current report:
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Exhibit
No. Description
10.1 Employment Agreement by and between Jason Dietrich, the Company and KORE
Wireless Group, Inc., dated June 12, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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