CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 12, 2017, CareView Communications, Inc. (the Company)
hired Jon E. Freeman as its Chief Financial Officer. The Company
and Mr. Freeman entered into an employment agreement with an
effective date of June 12, 2017 (the Effective Date) which
terminates in one year from the Effective Date unless earlier
terminated.
Mr. Freeman’s salary will be $180,000 annually, which amount
will be reviewed annually or more frequently in the Company’s
sole discretion, for an upward adjustment (but never a downward
adjustment). At the end of each annual year, Mr. Freeman is
eligible to receive a bonus as directed by the Company’s Board
of Directors. The Company issued Mr. Freeman a non-qualified
stock option to the 2016 Stock Option Plan for 500,000 shares
with an exercise price of $0.11 per share. The shares underlying
the option vest at the rate of 33.3% on the first and second
anniversaries of the date of grant and 33.4% on the third
anniversary of the date of grant, subject to his continued
service to the Company. In addition, Mr. Freeman is eligible to
receive the type of medical benefits and paid time off
commensurate with other executives.
Either party may terminate the agreement at any time with a
ninety (90) day written notice. The Company may terminate the
agreement at any time for cause upon notice. The agreement may be
terminated by Mr. Freeman for good reason at any time upon
written notice by Mr. Freeman. If the agreement is terminated for
cause by the Company or not for good reason by the employee, then
Mr. Freeman is not entitled to all salary or benefits beyond the
date of the termination. If the Company terminates for no reason
or Mr. Freeman terminates for good cause, Mr. Freeman shall be
entitled to severance for a period beginning with the date of
termination and continuing for twelve months from the Effective
Date (the Severance Period), which severance will include (i)
payment of base salary for the entire Severance Period, (ii)
immediate vesting of all granted but unvested stock options
including an extended time to exercise the options beginning on
the date of termination and to be reviewed for an annual
extension at the sole discretion of the Board’s Compensation
Committee not to extend past its original expiration date, and
(iii) continuation in all benefits plans and payments with the
Company continuing to make the employer’s portion during the
Severance Period.
There are no arrangements or understandings between Mr. Freeman
and any other persons to which he was selected as Chief Financial
Officer. There are also no family relationships between Mr.
Freeman and any director or executive officer of the Company and
he has no direct or indirect material interest in any transaction
required to the disclosed to Item 404(a) of Regulation S-K.
The foregoing description of the employment agreement is
qualified in its entirety by reference to the full text of the
employment agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and are incorporated by reference.
Mr. Freeman has over 25 years of finance, operations and
management experience across a variety of industries including
medical device, technology, industrial manufacturing, and
professional services. He has worked in environments ranging from
large public multi-national to smaller, emerging private
companies. Prior to accepting the position with the Company, Mr.
Freeman provided CFO consulting services to a variety of
companies with a particular focus on early-stage life science
companies since January 2014. The services he provided ranged
from accounting, business and financial plan development, capital
raises, financial reporting and investor relations. From
September 2011 to November 2013, he served as Chief Financial
Officer and Vice President of Medafor, Inc. in Minneapolis, MN, a
privately-held, post-FDA approved medical device corporation
developing, manufacturing and selling a hemostatic agent product
line. Medafor was acquired by C.R.Bard [NYSE: BCR] in October
2013. Mr. Freeman earned his B.A. in Economics from St. Olaf
College and his MBA from University of Texas. He is also a member
of the CFM-Institute of Management Accountants.
| Item 8.01 | Other Items. |
On June 16, 2017, the Company issued a press release announcing
the hiring of Mr. Freeman. A copy of that press release is
furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Employment Agreement by and between CareView Communications, Inc. and Jon Freeman with effective date of June 12, 2017* |
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| 99.1 | Press Release issued by the Company on June 16, 2017* |
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*Filed herewith.
About CAREVIEW COMMUNICATIONS, INC. (OTCMKTS:CRVW)
CareView Communications, Inc. is a developer of a suite of products and hardware to help connect patients, families and healthcare providers through a data and patient monitoring system (the CareView System). The Company’s CareView System runs on each hospital’s coaxial cable television network that provides television signals to patient room. Its CareView System suite of video monitoring, guest services and related applications connect patients, families and healthcare providers. The CareView System offers service packages, such as primary package, which includes NurseView, PhysicianView, Virtual Bed Rails, Virtual Chair Rails, Fall Management Program, Rounding and SecureView; additional Careview products, which include Sitter Management Program, BedView, Patient Education, FacilityView, Nurse Alerts and Reminders, Ulcer Management, CareView Connect, NICUVie and The CareView Broadcast System, and guest services package, which includes PatientView, NetView, MovieView and BabyView.
