BSQUARE CORPORATION (NASDAQ:BSQR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On February 23, 2017, the Board of Directors (the “Board”) of BSQUARE Corporation (the “Company”), upon recommendation of the Compensation Committee of the Board in consultation with the Company’s compensation consultant, approved certain amendments to the Employment Letter Agreement dated February 21, 2014 between the Company and Scott B. Caldwell, the Company’s Vice President, Worldwide Sales. Among other things, Mr. Caldwell’s annual base salary was increased from $135,000 to $250,000; his annual target bonus was reduced from 140% to 60% of his base salary; he will be entitled to receive six months of base salary and be eligible for continued COBRA coverage at the Company’s expense for a period of six months (rather than three months in each case as currently provided in his Employment Letter Agreement) upon a termination of his employment when neither “cause” nor “long-term disability” exists (as such terms are defined in his Employment Letter Agreement); he will be entitled to an additional payment equal to 66% of his target bonus upon a termination of his employment when neither “cause” nor “long-term disability” exists or he resigns for “good reason” within 9 months following a “Change of Control” (as such terms are defined in his Employment Letter Agreement); and he will no longer be entitled to receive a tax “gross up” payment in the event that payments under his Employment Letter Agreement would subject him to the IRS parachute excise tax. The aforementioned amendments are effective as of January 1, 2017.
In addition, on February 23, 2017, the Board, upon recommendation of the Compensation Committee in consultation with the Company’s compensation consultant, approved an increase in the annual base salary for Jerry D. Chase, the Company’s President and Chief Executive Officer, from $365,000 to $375,000, effective as of January 1, 2017.
About BSQUARE CORPORATION (NASDAQ:BSQR)
BSQUARE Corporation resells software from Microsoft Corporation (Microsoft) and provides software solutions and related engineering services to companies that develop smart, connected systems. A smart, connected system is a dedicated purpose computing device that typically has a display, runs an operating system and is connected to a network or data cloud through a wired or wireless connection. Its smart, connected systems include set-top boxes, home gateways, point-of-sale terminals, kiosks, voting machines, gaming platforms, tablets, handheld data collection devices, personal media players, smart phones, smart vending machines, casino gaming machines, digital signs and in-vehicle telematics and entertainment devices. It is focused on smart, connected systems that utilize various Microsoft Windows Embedded and Windows Mobile operating systems, as well as devices running on other operating systems, such as Android, Linux and QNX. The Company operates in North America, Asia and Europe. BSQUARE CORPORATION (NASDAQ:BSQR) Recent Trading Information
BSQUARE CORPORATION (NASDAQ:BSQR) closed its last trading session down -0.10 at 5.30 with 66,419 shares trading hands.
