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| GLOW > SEC Filings for GLOW > Form 8-K on 16-Aug-2012 | All Recent SEC Filings |
16-Aug-2012
Change in Directors or Principal Officers, Financial Statements and Exhibits
(e) On August 15, 2012, Glowpoint, Inc. (the "Company") entered into an employment agreement with Steven B. Peri (the "Employment Agreement") in connection with his appointment as the Company's Executive Vice President and General Counsel, effective as of September 4, 2012 (the "Effective Date"). The initial term of the Employment Agreement expires on December 31, 2013 and is terminable at will by either party. Pursuant to the Employment Agreement, Mr. Peri will receive an annual base salary of $250,000. In addition, on the Effective Date, the Company will issue to Mr. Peri 150,000 shares of restricted common stock of the Company (the "Restricted Stock"), and 100,000 options to purchase common stock of the Company (the "Options") at an exercise price of $3.02 for 50,000 of the Options and $3.47 for the remaining 50,000 Options; provided, however, that each exercise price is subject to adjustment, upon issuance of the Options, to be the greater of (i) $3.02 and $3.47, respectively, and (ii) the product of 1.0 and 1.15, respectively, of the Fair Market Value, as defined in the Company's 2007 Stock Incentive Plan (the "Plan"), on the Effective Date. The Restricted Stock and the Options will vest on upon the earlier to occur of a Change in Control, as such term is defined in the Plan, or the tenth anniversary of the date of grant. Mr. Peri is also eligible for annual incentive compensation of up to 40% of his base salary at the discretion of the Compensation Committee of the Board of Directors of the Company based on meeting certain corporate and personal goals. Mr. Peri will only be eligible for 50% of any annual incentive compensation for the fiscal year ended December 31, 2012.
Upon a Qualifying Termination Event, as defined in the Employment Agreement, Mr.
Peri will be entitled to receive, subject to certain conditions, (i) severance
payments equal to 6 months of his annual base salary; (ii) a pro-rated portion
of his annual incentive compensation for the fiscal year in which the Qualifying
Termination Event occurs; and (iii) payment of COBRA costs by the Company for 6
months. Notwithstanding the foregoing, upon a Change in Control or Corporate
Transaction, as such terms are defined in the Plan, the severance payments
representing a portion of his annual base salary will increase to payments equal
to 12 months of his annual base salary and COBRA costs will be paid by the
Company for 12 months.
The Employment Agreement contains standard ownership of works, confidentiality,
non-compete and non-solicitation covenants.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the agreement, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this
Item 5.02 by reference.
The following exhibit is included with this report:
Exhibit No. Description
10.1 Employment Agreement between Glowpoint, Inc. and Steven B. Peri, dated
as of August 15, 2012.
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