SPOK HOLDINGS, INC. (NASDAQ:USMO) 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.
(the Company) entered into an executive employment agreement (the
Employment Agreement) with Vincent D. Kelly, the Chief Executive
Officer and President of the Company. Upon its effectiveness on
January 1, 2017, the Employment Agreement is intended to replace
and supersede the Second Amended and Restated Employment
Agreement by and between the Company and Mr. Kelly, dated as of
March 16, 2011 and amended as of July 29, 2013.
the Chief Executive Officer and President of the Company. The
term of the Employment Agreement will commence on January 1, 2017
and will end on December 31, 2019, unless earlier terminated. Mr.
Kellys annual base salary under the Employment Agreement will
initially be $600,000, with a target annual cash bonus
opportunity of 50% of his base salary.
benefits following certain terminations of Mr. Kellys employment
with the Company. If Mr. Kellys employment is terminated by the
Company other than for cause (as defined in the Employment
Agreement), or if Mr. Kelly resigns for good reason (as defined
in the Employment Agreement), then, subject to Mr. Kelly
executing and not revoking a general release of claims against
the Company, the Company will pay Mr. Kelly (i) an amount equal
to two times Mr. Kellys base salary, (ii) an amount equal to one
times Mr. Kellys target annual bonus (provided that, if Mr.
Kellys termination occurs within one year following a change in
control of the Company, he will be entitled to receive an amount
equal to two times his target annual bonus), (iii) a pro-rated
amount of Mr. Kellys target annual bonus for his service during
the year of termination, (iv) certain medical premium
reimbursements for up to two years following his termination, (v)
reimbursement for up to $35,000 for outplacement services, (vi)
accelerated vesting of any outstanding equity awards that are
subject solely to service-based vesting conditions, and (vii) a
waiver of any service-based vesting conditions applicable to
performance-based equity awards, which shall be payable if and
when applicable performance objectives are achieved. If Mr.
Kellys employment is terminated by the Company due to his death
or disability, the Company will pay Mr. Kelly (or, if applicable,
his estate) (i) an amount equal to two times Mr. Kellys base
salary and (ii) a pro-rated amount of Mr. Kellys target annual
bonus for his service during the year of termination.
non-competition and employee non-solicitation covenants during
the period of his employment with the Company and for two years
following his termination.
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by
Third Amended and Restated Employment Agreement,
between Spok Holdings, Inc. and Vincent D. Kelly, dated
as of December 28, 2016.
About SPOK HOLDINGS, INC. (NASDAQ:USMO)
Spok Holdings, Inc. is a holding company. The Company, through its indirect subsidiary, Spok, Inc., provides critical communication solutions for enterprises. The Company offers critical communication for healthcare, government, public safety and other industries. The Company’s segment is critical communication business. It offers paging services and selected software solutions in the United States and abroad, generally in Europe, Canada, Australia, Asia and the Middle East. The Company offers its services and products primarily to three market segments: healthcare, government and large enterprise. It also offers implementation services for its products. The Company offers subscriptions to one-way or two-way messaging services for a periodic (monthly, quarterly, semi-annual, or annual) service fee. A subscriber to one-way messaging services select coverage on a local, regional or nationwide basis as per their messaging needs. Two-way messaging is offered on a nationwide basis. SPOK HOLDINGS, INC. (NASDAQ:USMO) Recent Trading Information
SPOK HOLDINGS, INC. (NASDAQ:USMO) closed its last trading session at 15.74 with shares trading hands.