TSR, Inc. (NASDAQ:TSRI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 14, 2017, TSR, Inc. (the Company) and Christopher
Hughes, Senior Vice President of the Company and President of the
Companys wholly-owned subsidiary, TSR Consulting Services, Inc.,
entered into an Employment Agreement, dated April 14, 2017 and
effective as of May 1, 2017. The current Employment Agreement
between the Company and Mr. Hughes, dated as of March 1, 2012,
was originally scheduled to expire on February 28, 2017, and was
extended to March 31, 2017, and further extended to April 30,
2017.
The Employment Agreement will be effective May 1, 2017 and has a
term of five years and one month, and is scheduled to expire on
May 31, 2022. The Employment Agreement provides for an annual
base salary of $350,000, which the Companys Compensation
Committee will review on an annual basis, and which the Companys
Board of Directors may increase in the Boards discretion. Mr.
Hughes is eligible to receive an annual cash bonus in the
discretion of the Compensation Committee, which may be based upon
standards established by the Chairman of the Company and approved
by the Compensation Committee. Mr. Hughes is entitled to receive
advance payments of the bonus on a quarterly basis based on the
amount of the bonus that would have been earned through the end
of each quarter according to such standards. Such advance
payments of the bonus are subject to recapture by the Company in
the event that the amount paid as the advance exceeds the amount
that Mr. Hughes was actually entitled to receive. Mr. Hughes is
entitled to participate in any pension, profit-sharing,
retirement, hospitalization, insurance, medical services or other
employee benefit plan generally available to the Companys
executives, to the extent that he is eligible to participate
under the terms and conditions of such plans.
The Company has the right to immediately terminate Mr. Hughes
employment for Cause (as defined in the Employment Agreement), in
which event Mr. Hughes shall be entitled to receive his base
salary for the month in which the termination is effective.
The Company has the right to terminate Mr. Hughes employment upon
fifteen days written notice in the event Mr. Hughes is unable to
perform his duties on account of illness, accident or other
physical or mental incapacity for a period of six consecutive
months or an aggregate of 180 days in any period of twelve
consecutive months, in which event Mr. Hughes shall be entitled
to receive his base salary and reimbursement of approved expenses
for the month in which termination is effective.
The Company may terminate Mr. Hughes employment for any other
reason upon thirty days written notice, in which event Mr. Hughes
shall be entitled to receive (a) severance from the Company in an
amount equal to (i) two times his base salary plus (ii) two times
his bonus for the then-current fiscal year, or if that amount
cannot be determined, two times the amount of the bonus paid to
him in the prior fiscal year, and (b) continued group health
insurance benefits until the earlier of the second anniversary of
termination or such time as Mr. Hughes is eligible for comparable
coverage under the group health insurance plans of another
employer; provided that Mr. Hughes executes and delivers a
release of all claims against the Company.
In the event that Mr. Hughes employment is terminated without
Cause during the six-month period prior to, or within one year
after, a Change in Control (as defined in the Employment
Agreement) of the Company, or if Mr. Hughes resigns from his
employment for Good Reason within one year after a Change in
Control of the Company, then Mr. Hughes shall be entitled to
receive (a) his base salary through the date of termination or
resignation plus his bonus pro-rated through such date, (b) an
amount equal to two times his base salary plus two times his
bonus for the then-current fiscal year, or if that amount cannot
be determined, two times the bonus paid to him in the prior
fiscal year, provided that Mr. Hughes executes and delivers a
release of all claims against the Company, and (c) continued
group health insurance benefits until the earlier of the second
anniversary of termination or such time as Mr. Hughes is eligible
for comparable coverage under the group health insurance plans of
another employer. Good Reason means either (i) a material breach
by the Company of the Employment Agreement, (ii) a material
diminution in Mr. Hughes authority, duties or responsibilities,
(iii) a relocation by the Company of Mr. Hughes principal place
of business for the performance of his duties to a location that
is anywhere outside of a 100 mile radius of the Borough of
Manhattan.
The Employment Agreement incorporates the terms and provisions of
that certain Maintenance of Confidence and Non-Compete Agreement
between the Company and Mr. Hughes dated as of March 1, 2012.
A copy of the Employment Agreement is attached as Exhibit
10.1.
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On April 14, 2017, the Company and Christopher Hughes, Senior
Vice President of the Company and President of the Companys
wholly-owned subsidiary, TSR Consulting Services, Inc., entered
into an Employment Agreement, dated April 14, 2017 and effective
as of May 1, 2017. The current Employment Agreement between the
Company and Mr. Hughes dated as of March 1, 2012, was originally
scheduled to expire on February 28, 2017, and was extended to
March 31, 2017, and further extended to April 30, 2017. The
Employment Agreement dated April 14, 2017 and effective as of May
1, 2017 is described under Item 1.01 above, and a copy of the
Employment Agreement is attached as Exhibit 10.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Employment Agreement, dated April 14, 2017 and effective as of May 1, 2017, between TSR, Inc. and Christopher Hughes. |
About TSR, Inc. (NASDAQ:TSRI)
TSR, Inc. is engaged in providing contract computer programming services to its customers. The Company provides its customers with technical computer personnel. It provides its customers with technical computer personnel to supplement their in-house information technology (IT) capabilities. The Company offers staffing capabilities in the areas of mainframe and mid-range computer operations, personal computers and client-server support, Internet and e-commerce operations, voice and data communications (including local and wide area networks), and help desk support. It provides services on day-to-day operations, special projects and on short-term or long-term basis. It also offers various services to other companies in various sectors, such as insurance, pharmaceutical and biotechnology, publishing and new media, financial services and project utilities. It provides contract computer programming services in the New York metropolitan area, New England and the Mid-Atlantic region. TSR, Inc. (NASDAQ:TSRI) Recent Trading Information
TSR, Inc. (NASDAQ:TSRI) closed its last trading session up +0.15 at 4.90 with 4,895 shares trading hands.