NV5 GLOBAL, INC. (NASDAQ:NVEE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 8, 2019, NV5 Global, Inc. (the “Company”) and Edward Codispoti entered into an employment agreement governing his service as the Company’s Chief Financial Officer effective June 6, 2019.

Mr. Codispoti’s employment agreement provides an annual base salary of $310,000 and he is eligible to participate in the Company’s discretionary performance bonus plan under the Company’s 2011 Equity Incentive Plan, up to 50% of his annual base salary, which in the case of 2019 will be pro-rated. In addition, Mr. Codispoti is entitled to receive reimbursement of all reasonable and necessary expenses incurred in connection with the Company’s business.>In the event Mr. Codispoti is terminated without Cause (as defined), the Company is obligated to pay Mr. Codispoti severance equal to his then-current base salary during the twelve month period following such termination, during which time Mr. Codispoti will remain obligated under the non-competition provisions of the employment agreement. Mr. Codispoti and the Company are also parties to a standard indemnification agreement regarding his service as an officer of the Company.

to Amendment No. 1 to Mr. Codispoti’s employment agreement (also entered into on July 8, 2019 and effective June 6, 2019), in the event of a Change in Control (as defined below), during the term of Mr. Codispoti’s employment following which Mr. Codispoti’s employment is terminated, the Company is obligated to pay him a single lump sum payment, within 30 days of the termination of employment, equal to Mr. Codispoti’s annual base salary for one year, plus his accrued performance bonus and any unused vacation pay. Further, if a Change in Control occurs during Mr. Codispoti’s employment, then his equity awards, if any, shall immediately vest, notwithstanding any other provision in such any equity award agreement to the contrary. A “Change in Control” means approval by the Company’s stockholders of (1)(a) a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were stockholders immediately prior to such transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such transaction, (b) the Company’s liquidation or dissolution, or (c) the sale of all or substantially all of the Company’s assets (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); or (2) the acquisition in a transaction or series or transactions by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of more than 50% of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors (a “Controlling Interest”), excluding any acquisitions by (a) the Company or its subsidiaries, (b) any person, entity or “group” that as of the date of the amendments to the employment agreements owns beneficial ownership of a Controlling Interest, or (c) any employee benefit plan of the Company or its subsidiaries.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.