EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

On December2, 2016, Edgewater Technology, Inc. (the Company)
entered into a Third Amendment to Employment Agreement (each, a
Third Amendment and collectively, the Third Amendments) with each
of Shirley Singleton, the Companys President and Chief Executive
Officer, and David Clancey, the Companys Executive Vice
President, Chief Strategy Officer and Chief Technology Officer
(each, an Employee). The Third Amendments amend term, salary and
severance provisions in each Employees respective Employment
Agreement with the Company, dated as of June12, 2007, which was
subsequently amended on December17, 2010 and December4, 2013
(each, as amended, an Employment Agreement and collectively, the
Employment Agreements).

Third Amendments

Each Third Amendment extends the term of the respective
Employment Agreement for an additional term commencing on
January1, 2017 and continuing until December31, 2017, unless
terminated sooner in accordance with the termination provisions
of the applicable Employment Agreement. Prior to the Third
Amendments, the terms of the Employment Agreements would have
expired as of December31, 2016.

The Third Amendments did not change the current annual base
salary amounts for Ms.Singleton or Mr.Clancey. The Third
Amendments incorporated the current annual base salary levels of
the Employees, subject to potential future increases based upon
the review and determination of the Companys Compensation
Committee: Ms.Singleton, $450,000 and Mr.Clancey, $400,000. Prior
to the Third Amendments, the Employment Agreements provided for
minimum base salaries of $425,000 and $375,000 for Ms.Singleton
and Mr.Clancey, respectively, which salaries were increased by
the Companys Compensation Committee to $450,000 and $400,000,
respectively, effective as of January1, 2015.

Each Third Amendment also provides that, the failure of the
Company, at any time subsequent to December2, 2016, to renew the
Employment Agreement upon all of the same terms and conditions
set forth therein for a period of at least one (1)year shall be
deemed to be a termination by the Company of the Employee which
is not for Cause (as defined in the Employment Agreement); and,
in such event, upon the expiration of the term of the Employment
Agreement, the Employee shall be entitled to the following
severance benefits. If such termination by non-renewal occurs
prior to a Change in Control (as defined in the Employment
Agreement), the Company is required to (1)make a lump sum payment
equal to two times the Employees annual base salary in effect at
the time of such termination plus an amount equal to the
Employees bonus target for the calendar year immediately
preceding the calendar year in which termination of employment
occurs (in no event will the bonus paid exceed one years annual
base salary for the Employee), (2)accelerate the vesting of all
options and restricted stock awards so that all unvested options
and restricted stock awards shall become immediately vested and
exercisable, and (3)continue the Employees healthcare, life
insurance and disability coverage for a period of two years
following such

termination. If such termination by non-renewal occurs following
a Change in Control, (y)the Employee is entitled to the same
severance benefits noted above and (z)the non-competition,
non-solicitation and confidentiality provisions in the Employment
Agreement shall apply for only six months from the effective date
of termination rather than twelve months. The Employee shall not
be entitled to any of the foregoing severance benefits if the
Employment Agreement is terminated by the Company for Cause prior
to the expiration date of the Employment Agreement.

The description of the Third Amendments is qualified in its
entirety by reference to the complete agreements, copies of which
are filed herewith as Exhibits 10.1 and 10.2 and are incorporated
herein by reference.

ITEM9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.

ExhibitNumber

Description of Exhibit

10.1 Third Amendment to Employment Agreement by and among
Edgewater Technology, Inc. and Shirley Singleton, dated as of
December 2, 2016.
10.2 Third Amendment to Employment Agreement by and among
Edgewater Technology, Inc. and David Clancey, dated as of
December 2, 2016.

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About EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW)

Edgewater Technology, Inc. is a provider of transformational classic and product-based consulting services. The Company helps the C-suite drive transformational change through its selection of business and technology services, and channel-based solutions. The classic consulting disciplines (such as business advisory, process improvement, organizational change management, mergers and acquisitions (M&A) due diligence, and domain expertise) are blended with technical services (digital transformation, technical roadmaps, data and analytics services, custom development and system integration) to help organizations leverage investments in legacy information technology (IT) assets. It offers a range of consulting services, such as classic consulting and product-based consulting. In addition, it also provides synergistic services in the area of data management and analytics, such as enterprise information management services and analytics services.

EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Recent Trading Information

EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) closed its last trading session up +0.10 at 6.90 with 4,374 shares trading hands.