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 Officers

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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 Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Vice President and Vice President

Dale Foster age 53, has been appointed as Executive Vice President of Wayside Technology Group,Inc. (the “Company”) effective as of January3, 2018.

As Executive Vice President, Mr.Foster is eligible to participate in the Company’s 2012 Stock-Based Compensation Plan and the Executive Incentive Plan. to his offer of employment, Mr.Foster will receive an annual base salary of $250,000, subject to increase at the discretion of the Compensation Committee of the Company’s Board of Directors. After 90 days of employment and a satisfactory performance review, Mr.Foster will receive a restricted stock grant of 20,000 shares that shall be subject to vesting in 16 quarterly installments or upon death or disability. Additionally, he will be entitled to participate in some, if not all, of the Company’s benefit plans.

Mr.Foster’s employment with the Company is “at will” and may be terminated by the Company or Mr.Foster at any time, for any reason, with 30 days’ notice. In the event the Company terminates Mr.Foster’s employment without cause or Mr.Foster terminates his employment for good reason, Mr.Foster will be entitled to receive a severance payment equal to six months of his base salary in effect at the time of termination and any un-vested portion of his restricted stock grant will immediately vest. Additionally, as a condition of his employment, Mr.Foster entered into a confidentiality, non-compete and non-solicitation agreement. to such agreement, Mr.Foster agrees, among other things, not to (i)disclose trade secrets and confidential information during the term of his employment with the Company and thereafter, (ii)compete with the Company during the term of his employment and (iii)solicit any client, customer or employee of the Company during the term of his employment and for a period of one year thereafter.

Mr.Foster Previously served as Executive Director and General Manager of Promark Technology Inc. since November 2012. Prior to that he Served as President and CEO of Promark prior to a change in ownership.

Appointment of Vice President New Business Development

Charles Bass age 52, has been appointed as Vice President New Business Development of Wayside Technology Group,Inc. (the “Company”) effective as of January3, 2018.

As Vice President New Business Development, Mr.Bass is eligible to participate in the Company’s 2012 Stock-Based Compensation Plan and the Executive Incentive Plan. to his offer of employment, Mr.Bass will receive an annual base salary of $250,000, subject to increase at the discretion of the Compensation Committee of the Company’s Board. After 90 days of employment and a satisfactory performance review, Mr.Bass will receive a restricted stock grant of 10,000 shares that shall be subject to vesting in 16 quarterly installments or upon death or disability. Additionally, he will be entitled to participate in some, if not all, of the Company’s benefit plans.

Mr.Bass’s employment with the Company is “at will” and may be terminated by the Company or Mr.Bass at any time, for any reason, with 30 days’ notice. In the event the Company terminates Mr.Bass’ employment without cause or Mr.Bass terminates his employment for good reason, Mr.Bass will be entitled to receive a severance payment equal to six months of his base salary in effect at the time of termination and any un-vested portion of his restricted stock grant will immediately vest. Additionally, as a condition of his employment, Mr.Bass entered into a confidentiality, non-compete and non-solicitation agreement. to such agreement, Mr.Bass agrees, among other things, not to (i)disclose trade secrets and confidential information during the term of his employment with the Company and thereafter, (ii)compete with the Company during the term of his employment and (iii)solicit any client, customer or employee of the Company during the term of his employment and for a period of one year thereafter.

Mr.Bass previously served as Vice President Worldwide Channel Sales at Blue Medora since October2016. From August2015 to October2016 he served as Vice President Worldwide sales for Tegile Inc., and from November2010 to August2015 he served as Vice President, Alliances, Marketing and Western Sales for Promark Technology Inc.

Departure of Executive Vice President of Sales

As previously announced on October 26, 2016, William Botti, who served as the Company’s Executive Vice President of Sales since April2014 retired from the Company effective as of December31, 2017. Mr. Botti was entitled to his unused vacation, his 2017 Management Bonus and 2,446 shares of restricted stock to vest in February 2017 upon his retirement.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release dated January4, 2018.


Wayside Technology Group, Inc. Exhibit
EX-99.1 2 a18-2244_1ex99d1.htm EX-99.1 Exhibit 99.1     PRESS RELEASE   FOR IMMEDIATE RELEASE   Dale Foster and Charles Bass Join Wayside Technology Group   Adding recognized distribution and channel experience to promote continued growth   EATONTOWN,…
To view the full exhibit click here

About WAYSIDE TECHNOLOGY GROUP,INC. (NASDAQ:WSTG)

Wayside Technology Group, Inc. is an information technology (IT) channel company. The Company operates through two segments: Lifeboat Distribution and TechXtend. The Lifeboat Distribution segment distributes technical software to corporate resellers, value added resellers, consultants and systems integrators around the world. The TechXtend segment is a value-added reseller of software, hardware and services for corporations, government organizations and academic institutions in the United States and Canada. It resells computer software and hardware developed by others and provides technical services directly to customers in the United States of and Canada. It offers a line of products from publishers of software and tools for virtualization/cloud computing, security, networking, storage and infrastructure management, application lifecycle management and other technical domains, as well as computer hardware. It distributes software developed by others through resellers.