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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
April 29, 2019, we have appointed Mr. Stephen Silvestro as our Chief Commercial Officer.
Mr.
Silvestro, age 41, has been with at CCH® Tagetik as its Vice President and General Manager from January 2018 to his change
in employment with us. From April 2017 to January 2018, Mr. Silvestro was with Prognos as its Chief Commercial Officer and, before
that, from September 2007 to April 2017, he was with Decision Resources Group in various capacitates with him latest serving as
Executive Vice President, Head of Global Sales.
Mr.
Silvestro received his Bachelor’s degree in Italian and Business Management from Brigham Young University in 2002 and his
Master’s Degree in Business Management from Harvard University in 2011.
Aside
from that provided above, Mr. Silvestro 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 Mr. Silvestro and any of our directors or executive officers.
Aside
from the following, Mr. Silvestro has not had any material direct or indirect interest in any of our transactions or proposed
transactions over the last two years.
On
April 29, 2019, we entered into an agreement with Mr. Silvestro to act as Chief Commercial Officer of our company. Pursuant to
the agreement, Mr. Silvestro will receive an annual base salary of $280,000 and he will receive a onetime sign-on bonus of $30,000,
$15,000 paid with his first paycheck and another $15,000 paid at the 90-day anniversary. Mr. Silvestro is also eligible for a
bonus of up to 40% of his base salary based on our executive bonus plan.
In
addition, we will award to Mr. Silvestro 90,000 shares of our restricted stock that will vest all at one time upon completion
of 5 years of service.
The
agreement further provides that if Mr. Silvestro’s employment with us is involuntarily terminated without cause, Mr. Silvestro
will be entitled to receive a severance payment of twelve months of his applicable base pay.
The
agreement contains a Business Protection Agreement that contains restrictive covenants that include a non-compete both during
his employment and for a period of one year thereafter, and an inventions assignment clause both during his 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.