CONNECTURE, INC. (NASDAQ:CNXR) 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

In addition, on July 17, 2017, the Board also approved an executive retention compensation plan (the “Retention Compensation Plan”) to induce certain senior employees of the Company designated by the Board to remain with the Company and enhance the value of the Company’s capital stock.The Company’s principal executive officer, principal financial officer and current named executive officers have been designated by the Board as participating employees under the Retention Compensation Plan.

to the Retention Compensation Plan, participating employees may receive equity awards or cash awards, or both.All equity awards are in the form of restricted stock units (“RSUs”) to be settled in shares of the Company’s common stock to the Company’s 2014 Equity Incentive Plan and feature a combination of RSUs with time-based and performance-based vesting conditions as specified in the Retention Compensation Plan.Cash awards consist of retention bonus arrangements (the “Bonus Arrangements”), to which the recipient will be entitled to a retention bonus and a contingent bonus.The retention bonus will be payable in cash upon a change in control of the Company or if a change in control has not occurred within five years of the date of the Retention Compensation Plan, in shares of the Company’s common stock.The contingent bonus will be payable in cash only upon a change in control that occurs within five years of the date of the Retention Compensation Plan and in which the consideration payable for a share of the Company’s common stock equals or exceeds a threshold established by the Board as of the approval of the Retention Compensation Plan.In the event that a change in control occurs within six months of either of the Company’s principal executive officer and principal financial officer being terminated by the Company without cause or resigning for good reason (each as defined in the respective officer’s employment agreement), such officer will be entitled to receive the retention bonus and contingent bonus if the criteria for payment are satisfied.For all other participating employees, the recipient must be employed by the Company on the date of payment in order to receive either bonus award.

The amounts payable to the Company’s principal executive officer, principal financial officer and current named executive officers to the Retention Compensation Plan are as follows:

The Bonus Arrangements for each of the Company’s principal executive officer, principal financial officer and current named executive officers were entered into effective July 21, 2017 and the RSUs with time-based vesting were granted by the Board as of July 17, 2017.

In addition, to the Retention Compensation Plan and effective as of July 21, 2017, the Company entered agreements (the “Separation Pay Agreements”) with each of Mr. Surges and Mr. Estrada, the Company’s principal executive officer and principal financial officer, respectively, to which Mr. Surges and Mr. Estrada will be entitled to cash severance of $225,000 and $150,000, respectively, in the event that either officer is terminated by the Company without cause or resigns for good reason (each as defined in the respective officer’s employment agreement), subject to compliance with the terms of such officer’s employment agreement with respect to the payment of separation benefits.The cash severance provided for in the Separation Pay Agreements is in addition to any separation benefits provided for by the officer’s existing employment agreements.

The foregoing description of the Retention Compensation Plan, Bonus Arrangements and Separation Pay Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Compensation Plan which is filed as Exhibit 10.1 hereto, the forms of Bonus Arrangements which are filed as Exhibits 10.2.1 and 10.2.2 hereto and the Separation Pay Agreements for each of Mr. Surges and Mr. Estrada, which are filed as Exhibits 10.3 and 10.4 hereto, respectively, each of which is incorporated herein by reference.

(d) Exhibits

CONNECTURE INC Exhibit
EX-10.1 2 cnxr-ex101_6.htm EX-10.1 cnxr-ex101_6.htm Exhibit 10.1 CONNECTURE,…
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About CONNECTURE, INC. (NASDAQ:CNXR)

Connecture, Inc. provides a Web-based consumer shopping, enrollment and retention platform for health insurance distribution. The Company caters its services to health insurance marketplace operators, such as health plans, brokers and exchange operators. It operates through four segments: Enterprise/Commercial, Enterprise/State, Medicare and Private Exchange. The Enterprise/Commercial segment offers insurance distribution solutions to health plans. The Enterprise/State segment offers the sales automation solutions to state Governments, which allow its customers to offer customized individual and small group exchanges. The Medicare segment offers Web-based Medicare plan comparison, prescription drug comparison and enrollment tools for health plans, pharmacy benefit managers, pharmacies, field marketing organizations and call centers. The Private Exchange segment offers defined-contribution benefit exchange solutions to benefit consultants, brokers, exchange operators and aggregators.