WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of President, Chief Executive Officer and Chairman of the Board
On May11, 2018 (the “Separation Date”), Simon F. Nynens resigned as President and Chief Executive Officer, a member of the Board of Directors (the “Board”) and Chairman of the Board of Wayside Technology Group,Inc. (the “Company”), effective immediately. Mr.Nynens will not stand for reelection as a director at the Company’s 2018 Annual Meeting of Stockholders.
On May11, 2018, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Mr.Nynens. The Separation Agreement supersedes and replaces the Employment Agreement, dated January12, 2006, between Mr.Nynens and the Company. In addition to other compensation and benefits set forth in the Separation Agreement, a copy of which is attached hereto as Exhibit10.1, (i)Mr.Nynens is entitled to receive (a)a cash payment of $700,000, payable in 12 consecutive, equal monthly installments on the fifteenth day of each month, commencing June15, 2018; provided that the monthly payments will be delayed until the earlier to occur of Mr.Nynens’ death or November19, 2018 (the “Delay Period”), and upon the expiration of the Delay Period, all payments that were delayed will be paid in a lump sum, (b)a one-time, lump sum cash payment of $29,166.67 (Mr.Nynens currently monthly salary) payable within 30 days after the Separation Date so long as Mr.Nynens performs certain transition services to the extent reasonably requested by the Company; and (c)payment of accrued vacation equal to $43,000 and unreimbursed business expenses equal to $16,000, (ii)all stock options and stock awards issued to Mr.Nynens, consisting solely of 109,084 shares of restricted common stock issued under the 2012 Stock-Based Compensation Plan, will fully vest and become immediately exercisable and remain exercisable through their original terms; (iii)Mr.Nynens may continue to use the automobile currently leased by the Company for his use for a period of 12 months following the Separation Date and the Company will be responsible for the lease payments and insurance during such 12 month period; and (iv)Mr.Nynens (and his dependents, to the extent that they were participants in the group health plan as of May10, 2018) will be permitted to continue participation in the Company’s health plan under COBRA and the Company will pay the COBRA premiums on behalf of Mr.Nynens and applicable dependents until the earliest of: (a)the expiration of 18 months following the Separation Date; (b)when Mr.Nynens becomes covered under another employer’s health plan; or (c)the expiration of the maximum COBRA continuation coverage period for which Mr.Nynens is eligible under federal law.
The description of the Separation Agreement set forth herein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Separation Agreement, a copy of which is attached hereto as Exhibit10.1.
Appointment of Interim President and Chief Executive Officer
In connection with Mr.Nynens’ resignation, on May11, 2018, the Board appointed Steve DeWindt, the Company’s current Lead Director, as the Company’s Interim President and Chief Executive Officer. Mr.DeWindt will continue to serve on the Board while he serves as the Interim President and Chief Executive Officer.
