RF INDUSTRIES, LTD. (NASDAQ:RFIL) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2017, RF Industries, Ltd. (we, us, our or the
Company) entered into an employment letter agreement (the
Agreement) with Robert D. Dawson, under which Mr. Dawson will
serve as the Companys President and Chief Executive Officer,
effective July 17, 2017 (the Start Date).
Under the Agreement, we have agreed to pay Mr. Dawson an annual
base salary of $250,000. Mr. Dawson will also be eligible to
participate in the Companys annual bonus plan, to which he will
have the opportunity to earn a year-end bonus equal to fifty
percent (50%) of his annual base salary (the Annual Bonus). The
actual bonus paid may be higher or lower than the Annual Bonus
based on the over- or under-achievement of Company and individual
objectives as determined by the Companys Board of Directors or
its Compensation Committee. It is currently anticipated that 80%
of Mr. Dawsons Annual Bonus will be based on the Companys
performance and 20% will be based on the achievement of
individual objectives.
In addition, as of the Start Date, Mr. Dawson will receive stock
options to purchase 100,000 shares of the Companys common stock.
The award will be subject to the terms and conditions of the
Companys 2010 Stock Incentive Plan, will have an exercise price
based on the trading price on the Nasdaq Stock Market on the
Start Date, and will vest as to 10,000 shares per year, with
10,000 shares vesting on the Start Date and 10,000 shares vesting
on each anniversary thereafter while he is employed by the
Company. Mr. Dawson is also entitled under the Agreement to be
paid or reimbursed up to an aggregate of $75,000 in relocation
expenses, and is eligible to participate in the employee benefit
plans and programs generally available to the Companys senior
executives, subject to the terms and conditions of such plans and
programs.
The term of the Agreement is one year. After the first
anniversary of the Start Date, Mr. Dawsons employment will
automatically renew, and his period of employment will
automatically be extended for an additional one-year period,
unless either party provides the other party with written notice
of non-renewal at least sixty (60) days prior to the date of
automatic renewal. Upon a Change of Control Transaction (as
defined in the letter agreement), all of Mr. Dawsons time based
stock options shall immediately vest, whether or not his
employment is terminated. If at the time of a Change of Control
Transaction Mr. Dawsons employment is terminated by the Company
for any reason other than Cause (as defined), Mr. Dawson will be
entitled to receive a change of control cash payment in an amount
equal to 12 months of his salary
Since 2014, Mr. Dawson, 43, served as the President and Chief
Executive Officer of Vision Technology Services, an information
technology consulting and project management company. From 2007
to 2013, Mr. Dawson was employed at TESSCO Technologies, Inc., a
publicly traded distributor of wireless products and services.
While at TESSCO, he held multiple executive roles in sales,
marketing, product management and strategy, culminating with
being Vice-President of Sales. He joined TESSCO through the 2007
acquisition of NetForce Solutions, a technology training and
consulting firm that he co-founded in 2000 and led as the Chief
Executive Officer for seven years. Mr. Dawson received his
Bachelors degree in Business Administration, with an emphasis in
Marketing, from Hillsdale College.
There are no arrangements or understandings between Mr. Dawson
and any other persons to which he was chosen as an officer of the
Company. There are no family relationships between Mr. Dawson and
any of the Companys directors, executive officers, or persons
nominated or chosen by the Company to become a director or
executive officer. Mr. Dawson is not a party to any current or
proposed transaction with the Company for which disclosure is
required under Item 404(a) of Regulation S-K.
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Howard Hill, who has served and the Companys interim President
and Chief Executive Officer of the Company since October 31,
2016, will resign from those offices concurrently with the start
of Mr. Dawsons employment. Mr. Hill agreed to serve as the
interim President and Chief Executive Officer of the Company
until a new President and Chief Executive Officer is hired, and
further agreed to serve as the interim President and Chief
Executive Officer without any compensation. Mr. Hill will,
however, continue to serve on the Companys Board of Directors.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 10.1 |
Employment Letter Agreement, dated June 16, 2017, by and between RF Industries, Ltd. and Robert D. Dawson |
R F INDUSTRIES LTD ExhibitEX-10.1 2 v469207_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Robert Dawson 2 Scotts Moore Court Phoenix,…To view the full exhibit click here About RF INDUSTRIES, LTD. (NASDAQ:RFIL)
RF Industries, Ltd. designs, manufactures and markets interconnect products and systems, including coaxial and specialty cables, and fiber optic cables. The Company’s segments include RF Connector and Cable Assembly, Medical Cabling and Interconnector, and Custom Cabling Manufacturing and Assembly. It operates through five divisions, which include Connector and Cable Assembly Division, which designs, manufactures and distributes coaxial connectors and cable assemblies that are integrated with coaxial connectors; the Bioconnect Division, which manufactures and distributes cabling and interconnect products to the medical monitoring market; Cables Unlimited Division, which operates through Cables Unlimited, Inc., a subsidiary of the Company; Comnet Telecom Supply Division, which operates through Comnet Telecom Supply, Inc., a subsidiary of the Company, and the Rel-Tech Electronics Division, which operates through Rel-Tech Electronics, Inc., a subsidiary of the Company.