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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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Effective
August 1, 2017, we have appointed Ms. Miriam Paramore as our President.
Ms.
Paramore, age 54, has vast experience with healthcare companies, running businesses from start-ups to large divisions of public
and private companies. Her early career was spent Ernst & Young, as a Healthcare Management Consultant. She has since occupied
executive level and director positions at several healthcare companies. Most recently, from April 2016 to April 2017, Ms. Paramore
served as COO and CTO of Lucro, Inc., a privately held company in| Nashville, Tennessee focused on the healthcare sector. From
March 2015 to February 2016, she served as Executive Vice President of PDX a privately held company in Fort Worth, Texas that
provides health information technology for pharmacies. From May 2008 to December 2013, she served as Executive Vice President
of Emdeon, Inc. in Nashville, Tennessee, a health information technology and tech-enabled services company.
Aside
from that provided above, Ms. Paramore does not hold and has not held over the past five years any other directorships in any
company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section
15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
There
are no family relationships between Ms. Paramore and any of our directors or executive officers.
Aside
from the following, Ms. Paramore has not had any material direct or indirect interest in any of our transactions or proposed transactions
over the last two years.
Prior
to her appointment as President, Ms. Paramore had been consulting with our company through her company, Last Mile Health, LLC.
On
July 10, 2017, we entered into an agreement with Ms. Paramore to act as President of our company. Pursuant to the agreement, Ms.
Paramore will receive an annual base salary of $220,000 and she will be eligible for a bonus of up to 40% of her base salary based
on our executive bonus plan.
In
addition, we also agreed to recommend to the Board of Directors that our company grant to Ms. Paramore an option under our 2013
Incentive Plan to purchase 500,000 shares of our common stock with an exercise price at fair market value per share on the date
of grant.
The
options will be subject to vesting and other terms as set forth in the 2013 Incentive Plan, Stock Option Grant Notice and Stock
Option Agreement.
The
agreement further provides that if Ms. Paramore’s employment with us is involuntarily terminated without cause, Ms. Paramore
will be entitled to receive a severance payment of six months of her applicable base pay, provided that she has served for a period
of six months beforehand. Once she has served 12 months, she will be entitled to receive a severance payment of twelve months
of salary.
The
agreement contains a Business Protection Agreement that contains restrictive covenants that include a non-compete both during
her employment and for a period of one year thereafter, and an inventions assignment clause both during her employment and for
a period of six months thereafter. The agreement also contains a confidentiality provision.
The
foregoing description of the agreement is qualified in its entirety by reference to the full text of the agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.