EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

Jeffrey Rutherford Sale Bonus Agreement

On March15, 2018, Jeffrey Rutherford entered into a sale bonus agreement (the “Bonus Agreement”) with Edgewater Technology, Inc. (“Company”). Mr.Rutherford shall be eligible to receive a lump sum cash payment in an amount determined in accordance with the Bonus Agreement (the “Sale Bonus”). The amount of the Sale Bonus (if any) that may become payable to Recipient shall be determined based on the Sale Bonus amount corresponding to the amount of the Transaction Equity Value. Mr.Rutherford is the Company’s Interim President and Interim Chief Executive Officer.

Per the Bonus Agreement, the Company desires to secure and retain Mr.Rutherford’s services by providing an incentive to Mr.Rutherford to provide services to the Company and its Subsidiaries (collectively, the “Company Group”) from the date of the Bonus Agreement through the consummation of a business combination transaction involving the Company and Alithya Group Inc., a company domiciled in the Province of Québec, Canada (“Alithya”). The Company wishes to enter into this Agreement and provide for the compensation specified herein to be paid to Recipient in connection with the consummation of such business combination transaction involving Alithya, subject to certain terms and conditions as set forth in the Bonus Agreement.

The Sale Bonus shall be paid to Mr.Rutherford within 30 days following the date of consummation of the Alithya Transaction based upon the Transaction Equity Value determined as if the date of the Alithya Transaction.

Paul McNeice Severance Agreement

On March15, 2018, Paul McNeice entered into a severance agreement (the “Severance Agreement”) the Company. The Severance Agreement provides that Mr.McNeice shall be eligible to a severance payment in the event his employment is terminated following a Change in Control. Mr.McNeice is the Company’s Chief Accounting Officer.

Under the Severance Agreement, if, during the one-year period immediately following the effective date of a Change in Control, (a)Mr.McNeice’s employment with the Company is terminated by the Company (or its successor) without Cause, or Mr.McNeice’s employment with the Company is terminated by Mr.McNeice for Good Reason, and (b)Mr.McNeice otherwise meet the requirements of this Agreement, including, but, not limited to, the execution and non-revocation of a general release of all claim, then, Mr.McNeice shall be entitled to receive severance pay for a period of one year at the rate of his annual base salary then in effect immediately prior to Mr.McNeice’s termination of employment.

Under the terms of the Severance Agreement, a “Change in Control” shall mean the occurrence of any of the following: (a)any person or group of persons (as defined in Section13(d) and 14(d) of the Securities Exchange Act of 1934, as now in effect or as hereafter amended (the “Exchange Act”) together with its affiliates, excluding employee benefit plans of

the Company, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule13d-3 of the Exchange Act) of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (b)a merger or consolidation of the Company with any other corporation or entity is consummated regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or its parent) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (c)the Company is completely liquidated or all or substantially all of the Company’s assets are sold.

Item 1.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

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EDGEWATER TECHNOLOGY INC/DE/ Exhibit
EX-10.1 2 d513461dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EDGEWATER TECHNOLOGY,…
To view the full exhibit click here

About EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW)

Edgewater Technology, Inc. is a provider of transformational classic and product-based consulting services. The Company helps the C-suite drive transformational change through its selection of business and technology services, and channel-based solutions. The classic consulting disciplines (such as business advisory, process improvement, organizational change management, mergers and acquisitions (M&A) due diligence, and domain expertise) are blended with technical services (digital transformation, technical roadmaps, data and analytics services, custom development and system integration) to help organizations leverage investments in legacy information technology (IT) assets. It offers a range of consulting services, such as classic consulting and product-based consulting. In addition, it also provides synergistic services in the area of data management and analytics, such as enterprise information management services and analytics services.