MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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MAGICJACK VOCALTEC LTD. (NASDAQ:CALL) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation Arrangements of Certain Officers and Directors

Executive Annual Bonuses. On March 8, 2018, the Compensation Committee of magicJack VocalTec Ltd. (the “Company”) authorized the payment of annual cash bonuses to each of the Company’s executive officers in respect of the year ended December 31, 2017. The annual bonuses were made to the Company’s Amended Compensation Policy and each executive officer’s employment agreement.

to the Company’s Amended Compensation Policy and each executive officer’s employment agreement, each executive officer is eligible to receive a bonus based on the Company meeting certain performance criteria. Each executive has a target bonus based on a percentage of the executive’s annual base salary (50% to 50% as set forth in the executive’s agreement). The annual bonus ranges from 35% to 200% of the target based on achievement of quantified metrics for the Company’s performance based on revenue and EBITDA as set by the Compensation Committee. The following table illustrates the awards to the Company’s principal executive officer, principal financial officer and each of the other current executive officers that were named in the Company’s definitive proxy statement for the Company’s extraordinary general meeting of shareholders to be held on March 19, 2018, in the amounts indicated below:

Name and Position

Target Bonus

Minimum* Annual Bonus

Maximum Annual Bonus

Actual Annual Bonus

Actual Annual Bonus as a Percentage of Target Annual Bonus

Actual Annual Bonus as a Percentage of Maximum Annual Bonus

Don Carlos Bell, III, President and Chief Executive Officer

$

500,000.00

$

87,500.00

$

1,000,000.00

$

497,750.00

99.550

%

49.775

%

Thomas Fuller, Executive Vice President and Chief Financial Officer

$

206,250.00

$

36,093.75

$

412,500.00

$

205,322.00

99.550

%

49.775

%

Dvir Salomon, Executive Vice President and Chief Technology Officer

$

137,500.00

$

24,062.50

$

275,000.00

$

136,881.00

99.550

%

49.775

%

Kristin Beischel, Executive Vice President and Chief Marketing Officer

$

112,500.00

$

19,687.50

$

225,000.00

$

111,995.00

99.551

%

49.776

%

________________

* Minimum Annual Bonus is based upon hitting minimum target in only one category (revenue or EBITDA) which is possible.

Additional Bonus. The Compensation Committee of the Company also authorized the payment of an additional discretionary cash bonus of $25,000 to Dvir Salomon, bringing his total cash bonus compensation to $161,881.00.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following documents are filed as exhibits to this report:

Exhibit No.

Description

10.1

Amended and Restated Employment Agreement, dated June 23, 2017, by and between YMax Communications Corp and Dvir Salomon

10.2

Amendment to Amended and Restated Employment Agreement, dated August 16, 2017, by and between YMax Communications Corp and Dvir Salomon

10.3

Executive Employment Agreement, dated May 8, 2017, by and between magicJack VocalTec Ltd. and Kristin Beischel

10.4

Amendment to Executive Employment Agreement, dated August 16, 2017, by and between magicJack VocalTec Ltd. and Kristin Beischel

10.5

Amendment to Executive Employment Agreement, dated November 9, 2017, by and between magicJack VocalTec Ltd. and Kristin Beischel


MAGICJACK VOCALTEC LTD Exhibit
EX-10.1 2 exhibit_10-1.htm EXHIBIT 10.1   Exhibit 10.1   AMENDED AND RESTATED EMPLOYMENT AGREEMENT   THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on June 23,…
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About MAGICJACK VOCALTEC LTD. (NASDAQ:CALL)

magicJack VocalTec Ltd. and its subsidiaries is a cloud communications company. The Company provides magicJack devices and other magicJack products and services. The Company also provides additional products and services, which include voice applications on smart phones, as well as the magicJack PLUS, magicJack GO and magicJack EXPRESS, which are updated versions of the magicJack device that have their own central processing unit (CPU) and can connect a regular phone directly to the users broadband modem/router and function as a standalone phone without using a computer. The Company’s products and services allow users to make and/or receive free telephone calls to and from anywhere in the world where the customer has broadband access to the Internet, and allows customers to make free calls back to the United States and Canada from anywhere legally permitted in the world.