DETERMINE (NASDAQ:DTRM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.

Upon recommendation of the Compensation Committee, on October 2, 2017, the Board of Directors (the “Board”) of Determine, Inc. (the “Company”), approved and adopted an amendment to the Company’s Compensation Program for Non-Employee Directors. The amended and restated Compensation Program for Non-Employee Directors (the “Board Compensation Program “) provides for the following:

For the newly appointed Board members William Angeloni and Steven Sovik, a one-time grant of restricted stock units valued at $50,000 based upon the closing price at the close of market on the first open market trading date in the Company’s trading window following November 1, 2017, to vest in equal quarterly installments over a three-year period from the date of grant, with immediate full vesting in the event of a change in control.

The Board Compensation Program provides for ability for directors to receive a grant of restricted stock units in lieu of any amount of the cash portion of their director compensation at a 20% premium.

A copy of the Compensation Program for Non-Employee Directors, as amended, has been filed as an exhibit to this Report on Form 8-K, attached hereto as Exhibit 10.1, and is incorporated herein by reference.

On September 28, 2017, the Company voted to increasethe size of the Board fromsixdirectors to eight directors and appointedMessrs. Angeloni and Sovikto the Board to fill the resulting vacancies.

Mr. Angelonihas been a Director of Tenzing Consulting since 2012 when he rejoined the firm after a leave of absence to lead a turn around, and start-up several businesses. Tenzing is a management consulting firm which he co-founded in 2002 which specializes in performance improvement across procurement, supply chain, and operations, consulting to Fortune 1000 companies. He currently serves as an advisory board member of SwitchPitch and a Managing Director of Big Angel Ventures LLC, and previously served on the board of Everloop and InSequent. Mr. Angeloni also previously held a variety of senior executive positions at C2FO, Exostar and FreeMarkets and served in various roles consulting for AT Kearney, The Canaan Group Ltd. (a Booz Allen spin-off), and as an employee of United Airlines and the United States Navy. Mr. Angeloni holds a B.S. degree in Aerospace Engineering from the United States Naval Academy and an M.M. from Northwestern’s Kellogg School of Management.

Mr. Sovik has been Chief Revenue Officer of Tipalti Inc. since 2016. Tipalti is a licensed financial technology company that specializes in accounts payable automation. Prior to joining Tipalti Mr. Sovik served as Senior Vice President Sales of Coupa Software. Mr. Sovik also previously held a variety of executive sales positions with Oracle Corporation, SupportSoft Inc. and Siebel Systems. Mr. Sovik holds a B.S. degree in Decision and Information Science from Santa Clara University.

Messrs. Angeloni and Sovik will participate in the Company’scompensation program for non-employee directors as described above.

Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Messrs. Angeloni and Sovik had or will have a direct or indirect material interest within the meaning of Item 404(a)of Regulation S-K.No arrangement or understanding exists between Messrs. Angeloni and Sovik and any other person to which Messrs. Angeloni or Sovik was selected as a director of the Company.

In addition, Messrs. Angeloni and Sovik and the Companywill enterinto the Company’s standard indemnification agreement, the terms of which are described in the Company’s Registration Statement on Form S-1 (File No. 333-92545) (the “Registration Statement”) and a form of such agreement was filed as Exhibit 10.1to the Registration Statement.

DETERMINE, INC. Exhibit
EX-10.1 2 ex_96290.htm EXHIBIT 10.1 ex_96290.htm Exhibit 10.1   Determine,…
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About DETERMINE (NASDAQ:DTRM)

Determine, Inc., (Determine), formerly Selectica, Inc., is a provider of enterprise contract management, supply management and configuration solutions. The Company is engaged in providing software as a service (SaaS) Source to Pay and Enterprise Contract Lifecyclem Management (ECLM) solutions. Its Source to Pay software suite includes strategic sourcing, supplier management, contract management and procure-to-pay applications. The Determine Cloud Platform gives procurement, finance and legal professionals the ability to deliver insights through analysis of their supplier relationships and contractual requirements. The Determine platform is an open technology infrastructure based on smart process application models. In addition to its source to pay and enterprise contract lifecycle management solutions suite, it also provides a configuration engine solution. Determine’s Configuration engine consolidates the management and dissemination of complex product information.