Concurrent Computer Corporation (NASDAQ:CCUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Concurrent Computer Corporation (NASDAQ:CCUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Departure of Directors or Certain Officers

On May 15, 2017, Concurrent Computer Corporation (the Company)
announced that Emory O. Berry, the Companys Chief Financial
Officer and Executive Vice President of Operations, will depart
the Company on May 15, 2017 (the Separation Date) to pursue other
opportunities in light of the Companys previously announced sale
of Real-Time. Mr. Berry will receive compensation in accordance
with the provisions in his employment agreement regarding
termination without due cause, as described in the Companys
Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 6, 2008.

The Company also entered into a separation agreement and general
release(the Separation Agreement) with Mr. Berry. Mr.Berry has
the right torevoke the Separation Agreement within seven days of
the execution date. to the terms of the Separation Agreement,
Mr.Berry will receive severance payments equal to his base salary
as in effect on the Separation Datefor a period of twelve months,
paid in substantially equal installments in accordance with
Companys customary payroll practices,along with continuedpayment
of the Companys contribution towards his group health benefits
for a period of eighteen months. The Company will also pay to Mr.
Berry a lump sum payment of $100,813, less applicable withholding
taxes and deductions, which amount represents the annual bonus
accrued with respect to Mr. Berry for fiscal year 2017, and is in
lieu of the obligation to pay Mr. Berrys prior years bonus
contained in his employment agreement. In addition, the Company
will accelerate vesting with respect to a pro rata portion of Mr.
Berrys outstanding restricted stock awards and dividends such
that a total of 54,686 shares of restricted stock will become
vested and $52,319 of dividends will be accelerated on the day
immediately preceding the closing date of the transactions
contemplated by the asset purchase agreement between the Company
and Real Time, Inc. The Separation Agreement contains customary
confidentiality provisions and a mutual release of claims between
the Companyand Mr.Berry. Mr.Berry will be subject to customary
non-solicitation and non-competition covenants for a period of
twenty-four months.

Appointment of Certain Directors or Officers

On May 13, 2017, the Companys Board of Directors (the Board)
appointed Warren Sutherland, age 46, as the Chief Financial
Officer of the Company, effective immediately upon the departure
of Mr. Berry. Mr. Sutherland most recently served as Vice
President of Sales Operations, Information Technology and
Financial Planning Analysis at the Company since 2016. Mr.
Sutherland has more than 16 years of financial and operational
leadership experience with public and private companies in the
high-tech and fin-tech industries. He held various financial
management positions at the Company from 2000-2015 and then
joined Cardlytics, Inc., a fin-tech company, as Vice President of
Financial Planning Analysis for one year before returning to the
Company in mid-2016. He began his accounting career as an auditor
with Arthur Andersen. He is a CPA and holds a Bachelor of
Business Administration in Finance and Masters of Accountancy,
both from the University of Georgia.

In connection with Mr. Sutherlands appointment, the Company
entered into an employment agreement, dated May 15, 2017, with
Mr. Sutherland (the Employment Agreement) setting forth the terms
of his employment.

Mr. Sutherland will receive a base salary at an annualized rate
of $210,013 per year, which amount will be reviewed annually. Mr.
Sutherland will also be eligible for a bonus under the Companys
annual incentive plan, which currently provides an annual bonus
opportunity in a target amount of 50% of his then current base
salary with a maximum bonus of 150% of target bonus. The targets
and objectives for each year and other terms and conditions of
the bonus opportunity are established by the Compensation
Committee. In addition, Mr. Sutherland will be eligible to
participate in all employee benefit programs of the Company made
available to senior executives.

In connection with Mr. Sutherlands employment, the Board will
grant to Mr. Sutherland an award of 30,000 shares of restricted
stock of the Company. 25% of the shares subject to the award will
vest on each of the first, second, third and fourth anniversaries
of the grant date, provided that Mr. Sutherland is employed by
the Company on such vesting date.

The Employment Agreement provides that employment may be
terminated by either the Company or Mr. Sutherland at any time.
In the event Mr. Sutherland voluntarily resigns or is terminated
for Due Cause (as defined in the Employment Agreement), Mr.
Sutherland will be entitled to payment of salary and bonus
accrued and due through the date of termination of his employment
as well as the bonus, if any, earned but not paid for the fiscal
year ending prior to his termination and any other vested rights
and benefits he may have under the employee benefit plans and
programs of the Company which shall be determined in accordance
with the terms of such plans and programs.

The Company may also elect to terminate Mr. Sutherlands
employment in the event of his Continuing Disability (as defined
in the Employment Agreement). In such event, Mr. Sutherland will
be entitled to payment of salary and bonus accrued and due
through the date of termination of his employment and any other
vested rights and benefits he may have under the employee benefit
plans and programs of the Company will be determined in
accordance with the terms and provisions of such plans and
programs.

In the event the Employment Agreement is terminated by:

the Company, other than for Due Cause, death or Continuing
Disability; or
Mr. Sutherland on account of his constructive termination by
the Company without Due Cause (as defined in the Employment
Agreement),

Mr. Sutherland will be entitled to receive severance payments
(Severance) consisting of (a) continuation of salary for a period
of six (6) months from the date of termination, (b) one-half of
the amount, if any, paid as an annual bonus in the year preceding
his termination, and (c) continued coverage under the Companys
healthcare plans at active employee rates for the six (6) month
period following the date of termination.

In the event the Employment Agreement is terminated by:

the Company, other than for Due Cause, death or Continuing
Disability, within one year after a change of control (as
defined in the 2011 Stock Incentive Plan); or
Mr. Sutherland on account of his constructive termination by
the Company without Due Cause, within three months after a
change of control,

Mr. Sutherland will be entitled to receive severance payments
(CIC Severance) consisting of (a) continuation of salary for a
period of twelve (12) months from the date of termination, (b)
the amount, if any, paid as an annual bonus in the year preceding
his termination, and (c) continued coverage under the Companys
healthcare plans at active employee rates for the twelve (12)
month period following the date of termination.

Payment of Severance or CIC Severance, as applicable, is
contingent upon Mr. Sutherland executing, and not revoking, a
release of claims. Severance payments called for under the
Employment Agreement will either comply with terms of Section
409A of the Internal Revenue Code of 1986, as amended (Section
409A) or qualify for an exemption from Section 409A.

If Mr. Sutherlands employment is terminated for any reason, he is
prohibited from competing with the Company, soliciting its
customers or trying to hire its employees for the period in which
he receives Severance Payments, if any, plus one year.

The foregoing descriptions of the Separation Agreement and the
Employment Agreement (the Agreements) are general descriptions
and are qualified in their entirety by reference to the
Agreements. A copy of the Separation Agreement entered into by
Mr. Berry and the Company on May 15, 2017 is attached hereto as
Exhibit 10.1 and a copy of the Employment Agreement entered into
by Mr. Sutherland and the Company on May 15, 2017 is attached
hereto as Exhibit 10.2. The Agreements are incorporated by
reference therein.

The press release issued by the Company announcing Mr.
Sutherlands employment and Mr. Berrys departure is attached
hereto as Exhibit 99.1 and is incorporated herein by reference in
its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Separation Agreement, dated May 15, 2017, between Concurrent
Computer Corporation and Emory O. Berry.
10.2 Employment Agreement, dated May 15, 2017, between Concurrent
Computer Corporation and Warren Sutherland.
99.1 Press Release, dated May 15, 2017.


About Concurrent Computer Corporation (NASDAQ:CCUR)

Concurrent Computer Corporation is a software and solutions company that develops applications on a foundation of high performance Linux and storage technologies. The Company’s business is composed of two segments: products and services. Its content delivery solutions consist of software, hardware and services for streaming video content to various consumer devices and storing and managing content in the network. Its streaming video and storage products and services are deployed by service providers to support consumer-facing video applications, including live broadcast video, video-on-demand (VOD) and time-shifted video services, such as cloud-based digital video recording (cDVR). Its multi-workload, scale-out storage products are suited for a range of enterprise information technology (IT) and video applications. Its real-time solutions consist of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software.

Concurrent Computer Corporation (NASDAQ:CCUR) Recent Trading Information

Concurrent Computer Corporation (NASDAQ:CCUR) closed its last trading session up +0.31 at 6.11 with 283,880 shares trading hands.

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