On July 1, 2019, Carbonite, Inc. (the “Company”) issued a press release announcing that Mr. Craig Stilwell has been appointed as the Company’s Chief Revenue Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Stilwell, age 48, has held various positions with Citrix Systems, Inc. (“Citrix”), a digital workspace platform. During his time at Citrix, Mr. Stilwell served as Senior Vice President of Partner Sales from December 2016 to June 2019, Vice President of US Commercial Sales from January 2015 to December 2016, Vice President of Southeast US Sales from October 2011 to December 2014, Vice President, Americas Regional COO & Channel Chief from October 2003 to October 2011, and Director of Consulting Services from February 2000 to October 2003. There are no family relationships required to be disclosed to Item 401(d) of Regulation S-K or transactions with related persons required to be disclosed to Item 404(a) of Regulation S-K involving Mr. Stilwell.
The Company entered into an offer letter with Mr. Stilwell setting forth the terms of his employment as the Company’s Chief Revenue Officer. The offer letter agreement provides for an annual base salary of $385,000, subject to increases and modifications as determined by the Company’s board of directors or its compensation committee. Mr. Stilwell is also eligible to participate in the Company’s variable compensation program, which sets his variable compensation at $385,000 annualized upon achievement of 50% sales quota. Mr. Stilwell will be eligible for other benefit programs and severance arrangements that the Company establishes and makes available to its employees from time to time, to the extent available to similarly situated employees of the Company.
to the offer letter, Mr. Stilwell will also be granted equity in the form of (i) $1,500,000 in value of restricted stock units at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, which restricted stock units shall vest over three years with one-third vesting on each anniversary of employment, (ii) $1,000,000 in value of restricted stock units at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, which restricted stock units shall vest over two years with one-half vesting on each anniversary of the employment, and (iii) $1,000,000 in target value of performance-based restricted stock units, which shall vest in whole or in part based on the Company’s relative total shareholder return (as compared to a group of comparable companies in the Russell 3000) over the performance period. Each such grant shall be contingent upon Mr. Stilwell’s continued employment with the Company through the applicable vesting date. Such grants shall also be subject to certain acceleration provisions in the event of a change of control of the Company.
The foregoing summary of Mr. Stilwell’s offer letter agreement is summary in nature and is qualified in its entirety by reference to the offer letter agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Carbonite Inc ExhibitEX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 June 11,…
To view the full exhibit click
here
About CARBONITE, INC. (NASDAQ:CARB)
Carbonite, Inc. (Carbonite) is a provider of cloud and business continuity solutions. The Company’s solutions are designed to address the specific needs of small and medium sized businesses and individuals. It offers various solutions, such as Carbonite Personal, Carbonite Pro, Carbonite Server Backup and MailStore. Carbonite Personal solution, which includes unlimited cloud backup for approximately one computer at over three different service levels, including Personal Basic, Personal Plus and Personal Prime for individuals. Carbonite Pro, the Company’s small business workstation solutions automatically back up files to the cloud and include an unlimited number of devices for an annual fee based on the amount of storage needed. Carbonite Server Backup, the Company’s hybrid server backup solution that protects an unlimited number of servers, databases and live applications. It offers over three solutions, such as MailStore Server, MailStore Provider Edition and MailStore Home.
