SUNWORKS, INC. (NASDAQ:SUNW) 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 September 26, 2017, Sunworks, Inc. (the “Company”) entered into a Change of Control Agreement (the “Agreement”) with Charles Cargile, the Chief Executive Officer of the Company (the “CEO”) and, on September 22, 2017, with each of Abraham Emard, the Chief Operating Officer of the Company, Paul McDonnel. the Chief Financial Officer of the Company and one employee of the company (the “Officers” and together with the CEO, each, the “Employee,” and collectively, the “Employees”), to provide each of the Employees with certain severance benefits in the event the Employee’s employment with the Company terminates under certain circumstances.

to the Agreement, if within three months prior to a change of control or twenty-four months after a change of Control (the “Change of Control Period”), the Employee’s employment terminates as a result of an involuntary termination or a resignation for good reason, then the Company has agreed, upon the terms and subject to the conditions of the Agreement, to pay to the Employee (i) any accrued and unpaid base salary (“Accrued Base Salary”) as of the date of the employment termination (the “Termination Date”); (ii) any accrued and unpaid value of unused paid time off (“Accrued PTO”); (iii) any accrued reimbursement for expenses incurred by the Employee prior to the Termination Date (“Accrued Reimbursable Expenses”); (iv) any accrued and unpaid cash incentive bonus with respect to the most recent fiscal year (“Accrued Incentive Bonus”); (v) severance payments to the CEO and to the Officers as set forth in each respective Agreement; and (vi) health benefits to the CEO and to the Officers for a period of eighteen months and twelve months, respectively, from the Termination Date. In addition, the Employee’s outstanding options, stock appreciation rights, restricted stock awards and other equity based awards as of the Termination Date shall immediately vest and become exercisable.

Upon the terms and subject to the conditions of the Agreement, if the Employee’s employment with the Company terminates during the Change of Control Period other than as a result of an Involuntary Termination (as defined in the Agreement) or a Resignation for Good Reason (as defined in the Agreement), including termination due to Employee’s disability or death, then the Employee shall receive the Accrued Base Salary, Accrued PTO, Accrued Reimbursable Expenses and Accrued Incentive Bonus.

The Agreement shall have a term of five years (the “Term”) and shall automatically renew for successive one-year periods unless the Agreement is terminated in accordance with the terms of the Agreement; provided, however, that in the event of a change of control, the Term shall extend at least until the second anniversary of the date of such change of control.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Change of Control Agreement with the CEO and the form of the Change of Control Agreement with the Officers filed herewith as Exhibits 10.1 and 10.2, respectively.

(d) Exhibits

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Sunworks, Inc. Exhibit
EX-10.1 2 ex10-1.htm   CHANGE OF CONTROL AGREEMENT   This Change of Control Agreement (the “Agreement”) is made and entered into effective as of September 26,…
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About SUNWORKS, INC. (NASDAQ:SUNW)

Sunworks, Inc., formerly Solar3D, Inc., provides photo voltaic (PV) based power systems for the residential, commercial and agricultural markets in California and Nevada. The Company, through its operating subsidiaries, designs, arranges financing, integrates, installs and manages systems ranging in size from 2 kilowatt (KW) for residential loads to multi megawatts (MW) systems for larger commercial projects. The Company’s commercial installations include office buildings, manufacturing plants, warehouses and agricultural facilities, such as farms, wineries and dairies. The Company provides a range of installation services to its solar energy customers, including design, system engineering, procurement, permitting, construction, grid connection, warranty, system monitoring and maintenance. The Company has installed over 850 systems in California and Nevada.