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 Officers
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Grants of Performance Stock Units to Named Executive Officers
On January 13, 2021, upon the recommendation of its Compensation Committee (the “Committee”) in an effort to further align management compensation with value creation, the board of directors (the “Board”) of BSQUARE Corporation (the “Company”) approved performance stock unit awards (“PSUs”) to the Company’s named executive officers, as defined in Regulation S-K Item 402(a)(3), as follows:
The vesting of the PSUs is subject to both stock performance and service conditions. If the volume-weighted average price of the Company’s common stock during any 180 calendar day-period in the period beginning on January 5, 2021 and ending on July 4, 2025 equals or exceeds $3.25, $4.25 and $6.25 (each, a “Performance Condition”), then one-third of the PSUs will become eligible to vest at each such price. Vesting is also subject to the recipient’s continued employment with the Company through the applicable vesting dates, which occur upon the later of: (i) the date of achievement of the applicable Performance Condition, or (ii) the service vesting date, which service vesting date occurs over a four-year period commencing on January 5, 2021, with 25% of the shares eligible to vest on January 5, 2022 and the remaining shares eligible to vest in equal installments each quarterly anniversary thereafter.
The PSU award eliminates the cash compensation component of the Annual Bonus Plan for the named executives, effective January 1, 2021.
The PSUs are contingent upon the execution by the award recipient of the Company’s standard form of Performance Stock Unit Agreement (the “PSU Agreement”) for use under the Company’s Fourth Amended and Restated Stock Plan (the “Plan”), and will be subject to the terms and conditions of the Plan. A form of the PSU Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Non-Employee Director Compensation
On January 13, 2021, upon the recommendation of the Committee in an effort to further align director compensation with value creation, the Board revised its non-employee director compensation practices to: (i) cease to award options to new directors and to new chairpersons of the Board, and (ii) provide that all types of restricted stock units (”RSUs”) awarded in the future to directors will settle for that number of shares of Company common stock determined by dividing the applicable aggregate dollar amount by the greater of the closing stock price per share of Company common stock on the date of grant or $3.25 per share.
Any such RSU awards will be contingent upon the execution by the award recipient of the Company’s revised form of Restricted Stock Unit Agreement (the “RSU Agreement”) for use under the Plan and will be subject to the terms and conditions of the Plan. The Company’s revised form of RSU Agreement is attached to this Form 8-K as Exhibit 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
BSQUARE CORP /WA Exhibit
EX-10.1 2 ex_221136.htm EXHIBIT 10.1 FORM OF PERFORMANCE STOCK UNIT AGREEMENT ex_221136.htm BSQUARE CORPORATION FOURTH AMENDED AND RESTATED STOCK PLAN PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (the “Agreement”) is made as of [●] by and between BSQUARE CORPORATION,…
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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.
