Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amended and Restated 2018 Equity Incentive Plan
On May 5, 2021, the Company amended and restated its 2018 Equity Incentive Plan
(the "Plan") in order to increase the amount of shares that may be issued under
the Plan. Pursuant to the Plan, awards may be issued in the form of Incentive
Stock Options, Non-Qualified Stock Options, or Restricted Stock Awards. Under
the Plan, a maximum of 18,000,000 shares of common stock may be issued upon the
exercise of options granted pursuant to the Plan, or for shares awarded as
Restricted Stock Awards. The Company intends to file a Registration Statement on
Form S-8 in order to register the shares underlying the Plan.
Appointment of a New Director; Compensation of Director under the Plan
On May 6, 2021, the Nominating Committee of nDivision Inc. (the "Company")
recommended the appointment of John Gould to serve as a member of the Company's
Board of Directors (the "Board"). Mr. Gould will be an independent director of
the Company. As part of Mr. Gould's appointment, which the Board accepted, the
Company awarded Mr. Gould an option to purchase 300,000 Non-Qualified Stock
Options to purchase shares of common stock under the Plan at an exercise price
of $0.78 per share.
There are no arrangements or understandings between Mr. Gould and any other
person pursuant to which he was appointed as a director of the Company. Mr.
Gould has no family relationships with any directors or executive officers of
the Company.
Mr. Gould currently serves as Chief Revenue Officer at Enchanted Rock, a
position he has held since 2021. At Enchanted Rock, Mr. Gould is responsible
for scaling commercial and industrial operations. Prior to joining Enchanted
Rock, Gould served as EVP, chief commercial officer for CyrusOne, a global
leading data center provider to the world's largest cloud and enterprise
customers. In his career, Gould served as President, Americas for Statasys, SVP
and chief revenue officer for ReachLocal, and held various senior executive
positions at Dell for more than 14 years. Gould has a bachelor's degree in
economics from Connecticut College and an MBA from Vanderbilt University - Owen
Graduate School of Management.
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NDIVISION INC. 