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SMTP > SEC Filings for SMTP > Form 8-K on 30-Sep-2013All Recent SEC Filings

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Form 8-K for SMTP, INC.


30-Sep-2013

Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Stateme


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

On September 25, 2013 the registrant's Board of Directors appointed Paul D. Parisi to serve as the registrant's Vice President of Innovation commencing on September 30, 2013. As the registrant's Vice President of Innovation, Mr. Parisi is responsible for overseeing the registrant's strategic development efforts to launch innovative products. This position is presently a part-time position.

There are no arrangements or understandings between Mr. Parisi and any other persons pursuant to which he was appointed the registrant's Vice President of Innovation. There is no family relationship between Mr. Parisi and any director, executive officer, or person nominated or chosen by the registrant to become a director or executive officer of the registrant. The registrant has not entered into any transactions with Mr. Parisi that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Mr. Parisi, age 49, is technology entrepreneur with over 25 years experience serving in Chief Technology Officer/Chief Architect positions. From July 2010 to March 2013, Mr. Parisi served as the Chief Technology Officer of Cloud Industries Health, Inc., a social network for parents of chronically ill children and medical professionals. From January 2010 to October 2010, Mr. Parisi served as the Chief Technology Officer of LocalGinger, LLC, a Groupon like service with a geolocation and mobile platform. From August 2009 to September 2010, Mr. Parisi served as Chief Technology Officer of Slant7, LLC, a location-based business to consumer marketing message company. From August 2006 to August 2009, Mr. Parisi served as Chief Technology Officer of DNSstuff, LLC, a computer software company.

In exchange for serving as the registrant's Vice President of Innovation, pursuant to a written agreement, a copy of which is attached as Exhibit 10.1, Mr. Parisi shall receive as compensation, among other things, a base salary of $70,000 per year, along with quarterly performance based bonus compensation and an option to purchase up to 150,000 shares of the registrant's common stock at the strike price of $1.11 per share. The options vest in two tranches as follows: 75,000 shares vest over a period of four years following the commencement of part-time employment (the "Initial Option Shares") and 75,000 shares vest over the four years following the commencement of full time employment (the "Second Option Shares"), if that event occurs. 25% of the Initial Option Shares will vest on the first anniversary of the date of the start of part-time employment and the remaining 75% of the Initial Option Shares vest on a monthly basis thereafter. 25% of the Second Option Shares vest on the first anniversary of the date of the start of full time employment and the remaining 75% of the Second Option Shares vest on a monthly basis thereafter.
All of the options expire on September 24, 2023, subject to earlier expiration in certain circumstances. The option grant was made pursuant to the registrant's 2010 Employee Stock Plan and subject to the terms of the Plan's standard stock option agreement.




Item 7.01 Regulation FD Disclosure

On September 30, 2013 the registrant issued a press release reporting that it has appointed Paul Parisi to serve as the registrant's Vice President of Innovation. The full text of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

10.1

Employment Agreement - Paul Parisi

99.1

Press Release dated September 30, 2013

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