iCAD, INC. (NASDAQ:ICAD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

iCAD, INC. (NASDAQ:ICAD) 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.

On January 13, 2020, iCAD, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Michael Klein to continue serving as Executive Chairman and Chief Executive Officer of the Company. Mr. Klein’s compensation will consist of an annual base salary of $400,000, effective as of November 19, 2019, and a target annual incentive bonus of up to 65% of his base salary if the Company achieves goals and objectives determined by the Compensation Committee.

In connection with the Employment Agreement, on January 13, 2020, the Company granted Mr. Klein an option to purchase 110,000 shares of Company common stock at an exercise price of $8.77 per share, which was the closing price of the Company’s common stock on the Nasdaq Stock Market on the grant date.

Mr. Klein is also entitled to customary benefits, including participation in employee benefit plans as well as a monthly automobile allowance. The Employment Agreement provides that if his employment is terminated without “cause” or if he terminates his employment for “good reason” (as such terms are defined in the Employment Agreement), then, among other things: (i) he will continue to receive an amount equal to his base salary for the 15 month period from the date of his termination; (ii) he will receive the pro rata portion of

his incentive bonus, if any, earned for the fiscal year of his termination; (iii) he will receive reimbursement of monthly premiums for continued health benefits for 15 months; and (iv) the Board will nominate Mr. Klein for election to the Board of Directors (the “Board”) at any meeting of stockholders at which members of the Board are elected, at least until December 31, 2020.

In the event that within six months of a “change in control,” Mr. Klein’s employment is terminated by the Company without “cause,” then: (i) he will continue to receive an amount equal to his base salary for the period of 24 months from the date of his termination; (ii) he will receive the pro rata portion of his incentive bonus, if any, earned for the fiscal year of his termination; and (iii) all unvested stock options and other equity awards granted by the Company will immediately vest and become exercisable and will remain exercisable for not less than 180 days thereafter.

This description of the Employment Agreement is qualified in its entirety by the agreement filed as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1    Employment Agreement, dated as of January 13, 2020


ICAD INC Exhibit
EX-10.1 2 d870288dex101.htm EX-10.1 EX-10.1 Exhibit 10.1         EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”),…
To view the full exhibit click here

About iCAD, INC. (NASDAQ:ICAD)

iCAD, Inc. is a provider of advanced image analysis, workflow solutions and radiation therapy for the early identification and treatment of cancer. The Company provides image analysis and clinical decision support solutions for mammography, Magnetic Resonance Imaging and Computed Tomography imaging. It operates in two segments: Cancer Detection (Detection) and Cancer Therapy (Therapy). The Detection segment consists of its advanced image analysis and workflow products, and the Therapy segment consists of its radiation therapy products. The Company sells its products through its direct sales organization, as well as through various original equipment manufacturer partners, distributors and resellers. It develops and markets computer-aided detection (CAD) solutions for digital and film-based mammography systems. Its Axxent SPX Controller includes an optimized skin treatment arm customized for compatibility in confined patient treatment rooms in physician office-based facilities.