Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation Reductions
As part of a series of measures taken by PASSUR Aerospace, Inc. (the "Company")
in response to the ongoing global economic challenges and uncertainties
attributable to the coronavirus (COVID-19) pandemic, the Compensation Committee
(the "Compensation Committee") of the Board of Directors of the Company (the
"Board") has approved certain temporary reductions in annual base salary for
certain of the Company's executive officers, as follows:
?the annual base salary of Brian G. Cook, the Company's Chief Executive Officer
and director, is reduced from $325,000 to $243,750;
?the annual base salary of James T. Barry, the Company's President and director,
is reduced from $325,000 to $195,000; and
?the annual base salary of Louis J. Petrucelly, the Company's Senior Vice
President, Chief Financial Officer, Treasurer and Secretary, is reduced from
$260,000 to $195,000.
The foregoing reductions in annual base salary are effective as of April 27,
2020.
The Compensation Committee also approved a reduction to G.S. Beckwith Gilbert's
compensation for his services as Non-Executive Chairman of the Board from
$100,000 per year to $50,000 per year, effective as of April 27, 2020.
Resignation of John F. Thomas
On April 30, 2020, John F. Thomas informed the Board that he will step down as
Executive Vice Chairman of the Board and as a director of the Company, effective
April 30, 2020 (the "Termination Date"). Mr. Thomas' resignation was not the
result of any disagreement with the Company.
In connection with Mr. Thomas' departure, the Company and Mr. Thomas have
entered into a Separation and General Release Agreement, dated as of April 30,
2020 (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr.
Thomas will receive $122,370.42, in cash, which amount represents: (a) the
accrued and unpaid portion of Mr. Thomas' fees in connection with his service as
Executive Vice Chairman of the Board through the Termination Date; (b) all
unpaid fees for Board meetings attended by Mr. Thomas prior to the Termination
Date; and (c) all unreimbursed reasonable and documented expenses incurred by
Mr. Thomas in connection with his service with the Company prior to the
Termination Date.
Pursuant to the terms of the Separation Agreement, all of the non-qualified
stock options previously issued to Mr. Thomas that remain unvested as of the
Termination Date will be automatically cancelled and forfeited, effective as of
the Termination Date.
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The Separation Agreement contains customary releases of claims and
non-disparagement provisions. A copy of the Separation Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number Exhibit Title
10.1 Separation and General Release Agreement , dated as of May 1,
2020, by and between PASSUR Aerospace, Inc. and John Thomas.
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