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WSTL > SEC Filings for WSTL > Form 8-K on 26-Jun-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and Exhi

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2013, Richard S. Cremona was appointed as Senior Vice President and Chief Operating Officer of Westell Technologies, Inc. ( the "Company" or "Westell"), effective July 1, 2013.

Since Westell acquired Kentrox, Inc. ("Kentrox") on April 1, 2013, Mr. Cremona has served as Senior Vice President, Kentrox Division of Westell. Prior to joining Westell, Mr. Cremona, 56, served as President and Chief Executive Officer of Kentrox for more than five years and also served on the Board of Directors of Kentrox. Mr. Cremona currently serves on the Board of Directors and Compensation Committee of Wireless Telecom Group, Inc. (NYSE: WTT) and the Board of Directors of Teko Hardware.

Under the terms of an offer letter dated June 19, 2013 (the "Offer Letter"), Mr. Cremona will receive an annual base salary of $325,000 per year.

Mr. Cremona is eligible to receive an incentive bonus annual target of 60% of base salary ($195,000) based upon the achievement of performance goals developed for each year by the Company's Board and Compensation Committee.

Mr. Cremona is also eligible to receive a relocation bonus of $35,000.

On the effective date of his service as Senior Vice President and Chief Operating Officer, Mr. Cremona will receive the following grants pursuant to the Company's 2004 Stock Incentive Plan (the "2004 Stock Incentive Plan"):

Restricted Stock
  Units (RSUs)     Options
       (#)           (#)     Performance Stock Units (PSUs) at Target (#)
    200,000        90,000                       40,000

The RSUs and stock options (of the Company's Class A Common Stock) will vest 25% per annum on the anniversary of the grant date, based upon continued employment. Upon vesting, the RSUs convert into shares of Class A Common Stock of the Company on a one-for-one basis.

The number of PSUs earned, if any, can range between 0% to 200% of the target amount reported in the table above, depending on actual Company performance for fiscal years 2014 through 2017 (the "Performance Period"). Following the close of each fiscal year in the Performance Period, the Committee will determine if any PSUs have been earned for that fiscal year on the "Certification Date," which is the date the Company's audited financial statements for the previous fiscal year are accepted by the Audit Committee. Any PSUs earned vest in annual increments during the Performance Period. Upon vesting, the PSUs convert into shares of Class A Common Stock of the Company on a one-for-one basis.

If the Company terminates Mr. Cremona's employment without cause, he will be entitled to receive as severance a lump-sum payment equal to 50% of the sum of:
(A) one year's base salary, and (B) Mr. Cremona's target cash bonus, as applicable, for the fiscal year in which the termination occurs.

Mr. Cremona is subject to a non-solicitation covenant with respect to the Company's employees for one year following termination of his employment whether or not he is entitled to severance pay.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. On June 26, 2013, the Company issued a press release announcing Mr. Cremona's appointment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Offer Letter for Richard S. Cremona.

99.1 Press release dated June 26, 2013.

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