Xplore Technologies Corp. (NASDAQ:XPLR) Files An 8-K Entry into a Material Definitive AgreementItem 5.02 Entry into a Material Definitive Agreement.
On October 18, 2017, Philip S. Sassower and the Company executed a Separation Agreement and General Release (the “Separation Agreement”). The Separation Agreement provides, among other things, for Mr. Sassower’s resignation as Chairman of the Company’s Board of Directors, and all other positions with the Company, in exchange for payments by the Company to Mr. Sassower totaling $250,000, payable in 12 equal monthly installments, and the Company extending the time for Mr. Sassower to exercise his vested options to purchase 262,274 shares of the Company’s common stock. The Separation Agreement provides for, among other things a general release of claims by both parties, Mr. Sassower’s agreement to timely deliver his proxy card relating to the Company’s 2017 Annual Meeting of Stockholders, anticipated to be held in November 2017. Mr. Sassower may revoke his acceptance of the Separation Agreement within seven days after his execution of the Separation Agreement, which revocation will make the Separation Agreement null and void. The Company will make the first installment of the $250,000 payment to Mr. Sassower within three business days after the revocation period has expired. The description of the Separation Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.
Section5 — 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.
The information set forth in Item 5.02 of this Current Report on Form 8-K with respect to the departure of Mr. Sassower is hereby incorporated by reference. Mr. Sassower’s resignation was not because of his disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
Section7— Regulation FD
Item 5.02 Regulation FD Disclosure
On October 18, 2017, the Company issued a press release announcing the retirement of Mr. Sassower as the Company’s Chairman of the Board, and his resignation from the Company’s Board of Directors. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K and incorporated by reference herein. In accordance with General Instruction B.2 of Form8-K, Exhibit99.2 hereto shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section9 — Financial Statements and Exhibits
Item 5.02 Financial Statements and Exhibits
XPLORE TECHNOLOGIES CORP ExhibitEX-1.1 2 ex1-1.htm EX-1 Exhibit 1.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is entered into by and between Philip Sassower (“Sassower”) and Xplore Technologies Corp. (“Xplore” or the “Company”) this 18th day of October 2017 (hereinafter,…To view the full exhibit click here
About Xplore Technologies Corp. (NASDAQ:XPLR)
Xplore Technologies Corp. (Xplore) is engaged in the development, integration and marketing of rugged mobile personal computers (PCs). The Company’s rugged tablet PCs are designed to withstand various conditions, such as extreme temperatures, driving rain, repeated vibrations, dirt, dust and concussive shocks. Xplore’s products are used by a range of field personnel, including energy pipeline inspectors, public safety responders, warehouse workers and pharmaceutical scientists. Its tablets are fitted with a range of accessories, including various docking solutions, wireless connectivity alternatives, global positioning system modules, biometric and smartcard options, as well as traditional peripherals, such as keyboards and cases. Xplore’s tablets also include long-term evolution (LTE) and wireless fidelity (Wi-Fi) connectivity options for real-time data access. Its products include the iX104 product family, Xslate B10, Motion R12, Motion F5m/C5m, Bobcat and Xslate D10.
