AWARE, INC. (NASDAQ:AWRE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On March 25, 2019, John S. Stafford, Jr., Chairman and a director of Aware, Inc., informed our Board of Directors that he was resigning from our Board of Directors, effective March 25, 2019. Also on March 25, 2019, the Board of Directors of Aware appointed current director, Brent P Johnstone, to serve as Chairman of the Board.
On March 25, 2019, the Board of Directors agreed to reduce the number of directors to be comprised on the Board of Directors from the current number of nine total directors to seven total directors. On March 25, 2019, in order to mitigate the imbalance in the classes of directors caused by Mr. Stafford’s resignation, the Board of Directors reclassified Kevin T. Russell, the Company’s Chief Executive Officer, President and General Counsel and a director of Aware, Inc. from his current class as a Class I director to a Class III director. As a Class III director, Mr. Russell’s current term will expire at the annual meeting to be held in 2020.
On March 25, 2019, the Board of Directors approved the following committee assignments for the current directors: Audit Committee members: Adrian F. Kruse (Chairman), Brent P. Johnstone, and Brian D. Connolly; Compensation Committee members: John S. Stafford, III (Chairman), Brent P. Johnstone, and Brian D. Connolly; Nominating and Corporate Governance Committee members: Brent P. Johnstone (Chairman), Brian D. Connolly, and Adrian Kruse; and Executive Committee members: John S. Stafford, III, Brent P. Johnstone, Richard P. Moberg, and Kevin T. Russell.
On March 25, 2019, the Compensation Committee of the Board of Directors of Aware approved the following grants of unrestricted stock to the executive officers and directors of Aware under Aware’s 2001 Nonqualified Stock Plan in recognition of their ongoing contributions to Aware:
| Name | # of Shares |
| Kevin T. Russell | 30,000 |
| David J. Martin | 15,000 |
| Richard P. Moberg | 10,000 |
| John S. Stafford, III | 10,000 |
| Adrian F. Kruse | 10,000 |
| Brian D. Connolly | 10,000 |
| Brent P. Johnstone | 20,000 |
The unrestricted shares will be issued to each executive and director in two (2) equal installments on June 30, 2019 and December 31, 2019 provided each executive officer and director is serving as a director, officer or employee of Aware or any subsidiary of Aware on such date.
On March 25, 2019, the Compensation Committee of Aware, Inc. (the “Company”) approved the Aware, Inc. 2019 Executive Bonus Plan (the “Plan”) and established performance criteria and target bonuses thereunder.
to the Plan, each of Kevin T. Russell, the Company’s Chief Executive Officer, President and General Counsel, and David J. Martin, the Company’s Chief Financial Officer, will be eligible to receive a bonus, based on the Company’s achievement in 2019 of a profits before taxes (PBT) target determined by the Compensation Committee.
The amount of bonus payable to each of Messrs. Russell and Martin will be calculated as follows:
Kevin Russell
| Actual PBT as a % of 2019 Plan PBT Goal |
Bonus Amount |
| Less than 50% of 2019 Plan PBT Goal | $0 |
| 50% of 2019 Plan PBT Goal | $25,000 |
| 125% of 2019 Plan PBT Goal | $50,000 |
| 150% or more of 2019 Plan PBT Goal | $100,000 |
David Martin
| Actual PBT as a % of 2019 Plan PBT Goal |
Bonus Amount |
| Less than 50% of2019 Plan PBT Goal | $0 |
| 50% of 2019 Plan PBT Goal | $15,000 |
| 125% of 2019 Plan PBT Goal | $35,000 |
| 150% or more of 2019 Plan PBT Goal | $70,000 |
The amount of bonus payable will be subject to linear interpolation to reflect actual 2019 PBT between the 2019 Plan PBT Goal and 125% of 2019 Plan PBT Goal or between 125% of 2019 Plan PBT Goal and 150% of 2019 Plan PBT Goal.
In the event that either Mr. Russell’s or Mr. Martin’s employment by the Company terminates during 2019 by reason of retirement, total and permanent disability, or death, the terminated person will receive a pro-rated bonus. If either of Mr. Russell’s or Mr. Martin’s employment by the Company is terminated by the Company without cause, the Committee may, in its discretion, award the terminated person a pro-rated bonus. In the event that Mr. Russell’s or Mr. Martin’s employment by the Company terminates for any other reason, including resignation or discharge for cause prior to the bonus payout date, all rights to a bonus will be forfeited.
All payouts under the Plan are subject to final approval by the Compensation Committee, which shall have the authority to reduce, but not increase, any amounts payable under the Plan.
| Item 9.01. | Financial Statements and Exhibits. |
No financial statements are required to be filed as part of this Report. The following exhibit is filed as part of this Report:
10.1Aware, Inc. 2019 Executive Bonus Plan
(s)
AWARE INC /MA/ Exhibit
EX-10.1 2 tv517199_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Aware,…
To view the full exhibit click here
About AWARE, INC. (NASDAQ:AWRE)
Aware, Inc. is a provider of software and services to the biometrics industry. The Company’s software products are used in government and commercial biometrics systems to identify or authenticate people. The Company’s products provide biometric functionality and are used to capture, verify, format, compress and decompress biometric images, as well as aggregate, analyze, process, match and transport those images within biometric systems. The Company classifies its biometrics software products into five product groups, including Software Development Kits (SKDs), Enrollment Controls and Applets, Applications, Middleware/Workflow Server and Cluster Computing Platform. The Company sells a range of software products for fingerprint, facial and iris modalities. It offers various software engineering services, including project planning and management; system design; software design, development, customization, configuration and testing, and software integration and installation.
