VASCO Data Security International, Inc. (NASDAQ:VDSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On July25, 2017, VASCO Data Security International, Inc. (the “Company”) appointed Scott Clements (“Clements”) as the Company’s President and Chief Executive Officer effective July28, 2017. Clements was also elected to the Board of Directors effective July 28, 2017. In the role of Chief Executive Officer, Clements succeeds T. Kendall Hunt (“Hunt”). Hunt will continue to serve as Founder and Chairman of the Board of Directors.
Immediately prior to his appointment as President and Chief Executive Officer, beginning in November 2016, Clements served as President and Chief Operating Officer of the Company. Clements joined the Company in December 2015 serving as Executive Vice President and Chief Strategy Officer. Prior to joining the Company, Clements was employed by Tyco International for eleven years, most recently as Corporate Senior Vice President, Business Development and previously as Chief Technology Officer and President of Tyco Retail Solutions. Clements earned a bachelor’s degree in chemical engineering and advanced process control from The Ohio State University and an M.B.A. in finance and corporate strategy from the University of Michigan. Clements is 55 years old.
Clements’ Employment Agreement, dated December1, 2015, as first amended effective November15, 2016, was further amended (“Amendment No.2”) effective July28, 2017 to reflect his appointment as President and Chief Executive Officer. The initial term of employment under the Employment Agreement continues until December1, 2017, with automatic renewals on each anniversary of such date for successive one-year terms, unless terminated by the other party at least six months prior to termination of the then term.
Amendment No.2 provides for a base salary of $450,000 per year, subject to adjustment in accordance with the Company’s normal practice for executive salary review from time to time.
The foregoing description of Amendment No.2 is qualified in its entirety by reference to Amendment No.2.
Hunt’s Amended and Restated Employment Agreement was further amended effective July28, 2017 (“Amendment No.5”) to reflect his new position of Founder and Chairman of the Board of Directors. The foregoing description of Amendment No.5 is qualified in its entirety by reference to Amendment No.5.
| Item 5.02 | Financial Statements and Exhibits |
(d) Exhibits. The following Exhibits are furnished herewith:
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Exhibit No. |
Description |
| 10.1 | Amendment No.2 to Employment Agreement effective as of July28, 2017, by and between VASCO Data Security International, Inc. (the “Company”), and Scott Clements further amending Employment Agreement entered into December1, 2015 and first amended on November15, 2016. |
| 10.2 | Fifth Amendment to Amended and Restated Employment Agreement, effective as of July28, 2017, by and between VASCO Data Security International, Inc., a Delaware corporation (the “Company”), and T. Kendall Hunt (“Employee”) further amending that certain Amended and Restated Employment Agreement, effective as of January1, 2011, as amended by the First Amendment to Amended and Restated Employment Agreement, dated as of April23, 2014, the Second Amendment to Amended and Restated Employment Agreement, dated November24, 2014, the Third Amendment to Amended and Restated Employment Agreement, dated November20, 2015, and the Fourth Amendment to Amended and Restated Employment Agreement, dated September24, 2016, |
| 99.1 | Press Release dated July27, 2017. |
VASCO DATA SECURITY INTERNATIONAL INC ExhibitEX-10.1 2 d431849dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of July 28,…To view the full exhibit click here
About VASCO Data Security International, Inc. (NASDAQ:VDSI)
VASCO Data Security International, Inc. (VASCO) is an information technology (IT) security company that designs, develops and markets security solutions that secure and manage access to digital assets, protect and facilitate transactions online, via mobile devices, and in-person. The Company’s primary product and service lines include Host System products, which are typically a component of an organization’s IT infrastructure and Client Authenticators, which are devices used by end users for authentication. VASCO also offers additional product and service lines, including three categories of solutions; Developer Tools, which are typically used by organizations developing mobile applications; Risk Analysis Products, which are used to identify and mitigate the risk of fraud, and e-signature solutions, which are used to sign, send, and mange documents. The Company provides two-factor authentication and electronic signature solutions to financial institutions.
