j2 Global, Inc. (NASDAQ:JCOM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December20, 2017, j2 Global, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with current chief executive officer (“CEO”) Nehemia Zucker in connection with the engagement of Mr.Zucker as advisor to the Company effective January1, 2018 until December31, 2018 (the “Term”), following Mr.Zucker’s previously announced resignation as CEO of the Company effective January1, 2018.
Under the Letter Agreement, for his service as an advisor to the Company during the Term, Mr.Zucker will receive an annual base salary of $500,000. In connection with his retirement as CEO, all outstanding and unvested time-based equity awards will vest in full on December29, 2017 (as opposed to January1, 2018 as previously disclosed). With respect to Mr.Zucker’s outstanding performance-vesting restricted shares, the stock price condition in each of his outstanding award agreements immediately in excess of the stock price condition that was previously achieved shall be deemed satisfied and the tranche of performance-vesting restricted shares relating to such stock price condition will vest on December29, 2017 (as opposed to January1, 2018 as previously disclosed), while the remaining tranches of outstanding performance-vesting restricted shares will remain eligible to vest in the 36 months following the termination of Mr.Zucker’s employment as an advisor to the Company. Additionally, if, during the Term, the Company terminates Mr.Zucker’s employment with the Company without Cause (as defined in the Company’s 2015 Stock Option Plan) or Mr.Zucker resigns within 90 days after the Company’s failure to cure a material breach of the Letter Agreement after Mr.Zucker provides notice to the Company thereof, then subject to Mr.Zucker’s execution and non-revocation of a general release of claims, he will be entitled to: (i)continued payment of annual base salary and eligibility for benefits, in each case through the remainder of the Term; and (ii)to the extent unpaid, payment of an annual bonus in respect of 2017.
The foregoing is a brief description of the terms of the Letter Agreement and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits
J2 GLOBAL, INC. ExhibitEX-10.1 2 d467319dex101.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 December 18,…To view the full exhibit click here