SPS COMMERCE, INC. (NASDAQ:SPSC) 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.

On November14, 2017, we entered into new employment agreement with our chief executive officer. The agreement provides for severance equal to 12 months’ base salary and 12 months of the employer’s portion of health care premiums for the employee in the event of an involuntary termination without cause or resignation of employment by the employee for good reason, which is substantially similar to the employee’s current agreement. The new agreement provides that if (i)the sum of the employee’s age plus years of service as an employee is 74 or greater, (ii)the employee provides no less than six months’ written notice of his retirement from employment to the company and (iii)the employee’s termination date occurs on the retirement date identified by the employee (“Retirement”) then (a)all of the employee’s unvested service-based stock options, restricted stock units or other equity awards outstanding will become fully vested, (b)for any equity awards whose vesting or settlement is subject to the satisfaction of performance goals over a performance period, the employee will be entitled to have those awards vest on each originally scheduled vesting date for such award in an amount equal to the number of shares, share units or share equivalents subject to the equity award that would otherwise have been determined to have been earned by employee had employee remained continuously employed by the company through the originally scheduled vesting date based on the degree to which the applicable performance goals were satisfied during the applicable performance period through the originally scheduled vesting date and (c)the employee shall receive a pro-rated portion of any target annual cash incentive bonus. Similar to our other executive officers, in the event a change in control occurs during the term of the agreement and the employee is employed by the company as of the date of the change in control, then all of the employee’s unvested stock options, restricted stock units or other equity awards outstanding as of the change in control will become fully vested as of the change in control.

In connection with entering into the new employment agreement, our chief executive officer has entered into a new non-competition and non-solicitation agreement with the company to which he agrees not to compete with our company or solicit our customers or employees for two years following termination of employment following a change in control, Retirement, termination for cause or resignation of employment by the employee without good reason. Prior to entering into this agreement, our chief executive officer was not subject to a non-compete or non-solicitation agreement with the company.

This description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the form of employment agreement, which is attached as Exhibit10.1 to this report and is incorporated herein by reference.

SPS COMMERCE INC Exhibit
EX-10.1 2 d493658dex101.htm EX-10.1 EX-10.1 EXHIBIT 10.1 SPS COMMERCE,…
To view the full exhibit click here

About SPS COMMERCE, INC. (NASDAQ:SPSC)

SPS Commerce, Inc. is a provider of cloud-based supply chain management solutions. The Company provides integrations and retail performance analytics across the world. The Company provides its solutions through the SPS Commerce platform, a cloud-based product suite that enables suppliers, retailers, distributors and other customers to place, manage and fulfill orders. Its platform consists of a set of coupled cloud services. Its fulfillment product combines integrations that comply with various rule books for retailers and distributors. By maintaining integrations with retailers, the Company’s platform removes the need for suppliers to continually stay up-to-date with the rule book changes required by retailers. The SPS Commerce cloud services platform offers a range of solutions, including Trading Partner Fulfillment, Trading Partner Analytics, Trading Partner Assortment, Trading Partner Sourcing, Trading Partner Community Development and Other Trading Partner Solutions.