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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 3, 2025
AWARE, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts |
000-21129 |
04-2911026 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
76 Blanchard Road, Burlington, MA, 01803
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (781) 687-0300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
Common Stock, par value $.01 per share |
AWRE |
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The Board of Directors of Aware, Inc. (“Aware”) appointed Ajay Amlani to serve as Chief Executive Officer and President of Aware and as a Class III member of the Board of Directors of Aware, effective February 3, 2025 (the “Effective Date”). Mr. Amlani, age 50, previously served as Head of the Americas at iProov, a digital identity company based in London, from August 2022 through January 2025. Prior to that position, from September 2021 through August 2022, he was Chief Strategy Officer and General Manager of the Digital Identity Business Unit at Credence Management Solutions, a provider of management consulting, engineering, and technology services to federal agencies and commercial clients. From August 2019 through April 2021, Mr. Amlani served as Senior Vice President Corporate Strategy and Development and General Manager of Commercial Business at IDEMIA, a biometric identification and security company.
Mr. Amlani is also a Senior Advisor at The Chertoff Group, where he has worked with U.S. counterterrorism and Department of Defense leaders. Mr. Amlani served in the U.S. government between 2016 and 2019, first under Secretary of Defense Ash Carter and then under Secretary James Mattis, to launch the Defense Innovation Unit, a Silicon Valley-based unit of the Department of Defense established to modernize the U.S. military with better technology. Mr. Amlani founded and developed several identity platforms. He cofounded the original company that went on to become CLEAR, which now serves millions of Americans with airport fast-line and identity verification services, and YOU Technology, a mobile-first, retailer-focused identity and loyalty platform.
The Aware Board believes that Mr. Amlani’s extensive industry and leadership experience will be of benefit to Aware’s Board and shareholders.
In connection with Mr. Amlani’s appointment, David K. Traverse resigned his positions as Interim Chief Executive Officer and President of Aware, effective February 3, 2025. Mr. Traverse remains Aware’s Chief Financial Officer.
On February 3, 2025, Aware and Mr. Amlani entered into an Employment Agreement (the “Amlani Employment Agreement”). Pursuant to the Amlani Employment Agreement, Mr. Amlani will receive the following compensation: (a) an annual base salary of $400,000, (b) annual cash incentive compensation as determined by the Board or the Compensation Committee with an initial target annual incentive compensation up to 50% of his base salary and tied to Company performance targets as determined by the Compensation Committee, (c) a signing bonus of $75,000 with a pro-rated portion of the signing bonus repayable by Mr. Amlani to Aware if within two years after the Effective Date his employment is terminated by Aware for “Cause” or he resigns his employment with the Company without “Good Reason”, (d) a stock option exercisable for 848,157 shares of Aware’s common stock, with an exercise price of $1.70 per share and vesting over four years (25% vesting on the first anniversary of the Effective Date and thereafter in 36 equal monthly installments), (e) a stock option exercisable for 106,020 shares of Aware’s common stock, with an exercise price of $1.70 per share and vesting on the first anniversary of the Effective Date if certain year-over-year bookings growth occurs for Aware in 2025, and (f) a stock option exercisable for 106,020 shares of Aware’s common stock, with an exercise price of $1.70 per share and vesting on the second anniversary of the Effective Date if certain year-over-year bookings growth occurs for Aware in 2026.
Subject to Mr. Amlani signing and delivering to Aware a release of claims, Mr. Amlani will also be eligible to receive compensation upon termination of Mr. Amlani’s employment by Aware without “Cause” or by Mr. Amlani for ”Good Reason” as follows: (a) an amount equal to Mr. Amlani’s base salary paid during the twelve (12) months immediately preceding the termination of Mr. Amlani’s employment with Aware and (b) Aware paying the difference between the cost of COBRA continuation coverage, should Mr. Amlani elect to receive it, for Mr. Amlani and any dependent who received health insurance coverage prior to termination of Mr. Amlani’s employment with Aware, and any premium contribution amount applicable to Mr. Amlani as of such termination, for a period of twelve (12) months following the date of termination of Mr. Amlani’s employment with Aware.
Pursuant to the change of control provisions in the Amlani Employment Agreement, upon a “Change of Control,” (a) all time-based stock options and any other time-based stock awards held by Mr. Amlani shall immediately accelerate and become fully exercisable or nonforfeitable and (b) any performance-based equity awards held by Mr. Amlani shall be treated as specified in any such award agreement and if not so specified, shall be deemed to have been achieved at target. In addition, if Mr. Amlani’s employment is terminated during the eighteen (18) month period following a “Change of Control” by Aware without “Cause” or by Mr. Amlani for “Good Reason”, subject to Mr. Amlani signing and delivering to Aware a release of claims, Mr. Amlani will receive from Aware: (i) a lump-sum amount equal to Mr. Amlani’s base annual salary paid during the twelve (12) months immediately preceding the termination of Mr. Amlani’s employment with Aware, (ii) a lump-sum amount equal to Mr. Amlani’s target bonus for the year in
which the termination of employment occurs, and (iii) the difference between the cost of COBRA continuation coverage, should Mr. Amlani elect to receive it, for Mr. Amlani and any dependent who received health insurance coverage prior to termination of Mr. Amlani’s employment with Aware, and any premium contribution amount applicable to Mr. Amlani as of such termination, for a period of twelve (12) months following the date of termination of Mr. Amlani’s employment with Aware.
A copy of the Amlani Employment Agreement is attached as Exhibit 10.1 to this Report. The foregoing summary of the Amlani Employment Agreement is qualified in its entirety by reference to the Amlani Employment Agreement.
On February 4, 2025, Aware issued a press release, attached to this Form 8-K as Exhibit 99.1, announcing that Mr. Amlani had become Chief Executive Officer and President of Aware.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:
(d) EXHIBITS.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AWARE, INC. |
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Dated: February 4, 2025 |
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By: |
/s/ David K. Traverse |
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David K. Traverse |
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Chief Financial Officer |
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EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is entered into as of February 3, 2025, by and between Aware, Inc., a Massachusetts corporation with its principal offices located at 76 Blanchard Road, Burlington, Massachusetts 01803 (together with its successors and assigns, the "Company"), and Ajay Amlani (the "Executive").
WHEREAS, the Company desires to employ the Executive on the terms and conditions of this Agreement; and
WHEREAS, the Executive desires to become an employee of the Company on the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1.1.Term. The term of this Agreement shall commence on the date the Executive begins employment with the Company (the “Effective Date”) and shall continue until terminated in accordance with the provisions hereof (the “Term”). The Executive’s employment with the Company will be “at will,” meaning that the Executive’s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement.
1.2.Position and Duties. During the Term, the Executive shall serve as the President and Chief Executive Officer of the Company, and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”). The Board shall appoint the Executive as a member of the Board as of the Effective Date, and the Board shall continue to keep the Executive on the Board, and nominate him for election to the Board at meetings of the stockholders of the Company when his term is expiring, for so long as the Executive is then serving as Chief Executive Officer of the Company. The Executive shall devote his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on up to one other board of directors or advisory board during the Term, provided it is not for an entity that is competitive with the Company as determined in the reasonable discretion of the Board. The Executive may serve on more than one other such board of directors or advisory board during the Term only if first approved by the Board.
1.3.Location. At least four days a week, the Executive shall arrange to be present at the Company’s office in the greater Boston metropolitan area or meeting with clients or potential clients of the Company.
1.4.No Conflicts. The Executive is under no obligation, restriction or limitation, contractual or otherwise, to any other individual or entity that would prohibit or impede the Executive from undertaking and performing his duties under this Agreement, and the Executive is free to enter into and perform the terms and provisions of this Agreement.
2.Compensation and Related Matters.
2.1.Base Salary. During the Term, the Executive’s annual base salary shall be $400,000. The Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers.
2.2.Incentive Compensation. During the Term, the Executive shall be eligible to receive annual cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive compensation shall be up to 50% of his Base Salary (pro-rated for partial years) and tied to Company performance targets as determined by the Compensation Committee. The Compensation Committee shall determine the performance metrics for the first calendar year of the Term within one month of the Effective Date. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.
2.3.Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. The Executive shall be permitted to travel in business class when performing services hereunder, and to be reimbursed for same, for flights greater than five hours in length.
(a)Initial Time-Based Grant. At the first meeting of the Compensation Committee after the Effective Date, the Company shall grant the Executive a stock option exercisable for 848,157 shares of the Company’s common stock (i) with an exercise price per share equal to the greater of $1.70 and the fair market value of a share of the Company’s common stock on the date of grant and (ii) vesting over four years (25% vesting on the first anniversary of the Effective Date and thereafter in 36 equal monthly installments).
(b) Performance-Based Grants.
(i)At the first meeting of the Compensation Committee after the Effective Date, the Company shall grant to the Executive a stock option for 106,020 shares of the Company’s common stock. Such stock option shall vest in full only upon the Compensation Committee’s determination that the Executive has achieved the mutually agreed performance metrics for 2025. These performance metrics may include financial performance targets, share price thresholds, or other criteria established by the
Compensation Committee. If the Compensation Committee determines that the performance metrics for 2025 have not been achieved, the stock option shall be forfeited. The exercise price per share of such stock option shall be equal to the greater of $1.70 and the fair market value of a share of the Company’s common stock on the date of grant.
(ii)At the first meeting of the Compensation Committee after the Effective Date, the Company shall grant to the Executive a stock option for 106,020 shares of the Company’s common stock. Such stock option shall vest in full only upon the Compensation Committee’s determination that the Executive has achieved the mutually agreed performance metrics for 2026. These performance metrics may include financial performance targets, share price thresholds, or other criteria established by the Compensation Committee. If the Compensation Committee determines that the performance metrics for 2026 have not been achieved, the stock option shall be forfeited. The exercise price per share of such stock option shall be equal to the greater of $1.70 and the fair market value of a share of the Company’s common stock on the date of grant.
(c)Additional Equity. In addition to the equity granted pursuant to clauses (a) and (b) of this Section 2.4, beginning in calendar year 2026, the Executive shall be eligible to receive such additional equity awards of the Company from time to time as determined by the Compensation Committee or the Board.
2.5.Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans, and consistent with the benefits provided to similarly situated senior executives of the Company.
2.6.Vacations. During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers.
2.7.Relocation. The Company shall reimburse the Executive for up to $50,000 of reasonable relocation expenses if the Executive relocates his principal residence to the greater Boston metropolitan area during the Term and prior to December 31, 2025. If any such relocation expenses exceed $50,000, the Board will consider in its discretion whether to reimburse such excess.
2.8.Signing Bonus. The Company shall pay the Executive a signing bonus of $75,000 within two weeks after the Effective Date (the “Signing Bonus”). In the event that within two years after the Effective Date, the Executive’s employment with the Company is terminated for Cause (as defined below) or the Executive resigns his employment with the Company other than for Good Reason (as defined below), the Executive shall repay promptly a
pro rata portion of the Signing Bonus to the Company based on the number of months remaining from the date of such Executive’s termination of employment and the two-year anniversary of the Effective Date. For example, if the Executive terminates his employment without Good Reason on the 18 month anniversary of the Effective Date, he will be required to repay the Company $18,750 ([6 months/24 months] x $75,000).
3.Termination. During the Term, the Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:
3.1.Death. The Executive’s employment hereunder shall terminate upon his death.
3.2.Disability. The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with any reasonable accommodation required by law for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with any reasonable accommodation required by law, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 3.2 shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.
3.3.Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the Executive has been charged by the United States or a state or political subdivision thereof with conduct which is a felony or which is a misdemeanor involving moral turpitude, deceit, dishonesty or fraud under the laws of the United States or any state or political subdivision thereof; (b) fraud or embezzlement by the Executive with respect to funds of the Company or dishonest, unethical or improper conduct by the Executive that has had, or is reasonably likely to have, a material adverse impact on the reputation for honesty and fair dealing of the Company; (c) the Executive’s failure to comply with lawful instructions not inconsistent with this Agreement given to the Executive by the Board, which failure is not cured or corrected within thirty (30) days after the Executive’s receipt of written notice from the Company referring to this Section and describing with specificity the instructions with which the Executive did not comply; (d) the Executive’s material failure to comply with reasonable policies, directives, standards and regulations adopted by the Company, including, without limitation, the Company’s policies regarding insider trading, except any such failure, that, if capable of cure, is remedied by the Executive within thirty (30) days after the Executive’s receipt of written notice from the Company referring to this paragraph and describing with specificity
the failure of the Executive to comply; and (e) material breach by the Executive of the Employee Non-Disclosure and Intellectual Property Agreement by and between the Executive and the Company (the “Employee Agreement”) or any other written agreement between the Executive and the Company.
3.4.Termination Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3.3 and does not result from the death or disability of the Executive under Section 3.1 or 3.2 shall be deemed a termination without Cause.
3.5.Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events: (a) a relocation of the Executive's principal workplace to a location more than 50 miles from his then-current principal workplace without the Executive's express written consent; (b) a material diminution in the Executive’s authority or responsibilities, provided that after a Change of Control a change in title or reporting relationship or a change in the Executive’s authority or responsibilities from President and Chief Executive Officer to a senior executive position shall not be deemed to constitute such a material diminution, or the assignment to the Executive of duties or responsibilities inappropriate to the office of a senior executive; or (c) a material diminution in the Executive's compensation without the express written consent of the Executive; provided, that no such event or occurrence shall constitute Good Reason unless (x) written notice thereof is given by the Executive to the Company within ninety (90) days of its occurrence, (y) the Company shall fail to remedy or cure such event or occurrence within thirty (30) days following its receipt of such notice from the Executive (the “Cure Period”), and (z) the Executive shall within sixty (60) days after the expiration of such 30-day period give written notice to the Company of his election to terminate his employment pursuant to this paragraph by reason of such event or occurrence.
3.6.Notice of Termination. Except for termination as specified in Section 3.1, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.
3.7.Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by his death, the date of his death; (ii) if the Executive’s employment is terminated on account of disability under Section 3.2 or by the Company for Cause under Section 3.3, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company under Section 3.4, the date on which a Notice of Termination is given; (iv) if the Executive’s employment is terminated by the Executive under Section 3.5 without Good Reason, thirty (30) days after the date on which a Notice of Termination is given, and (v) if the Executive’s employment is terminated by the Executive under Section 3.5 with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally
accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.
4.Compensation Upon Termination.
4.1. Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2.3 of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than thirty (30) days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).
4.2. Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3.4, or the Executive terminates his employment for Good Reason as provided in Section 3.5, then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing and delivering to the Company a general release (the “Release”) substantially in the form attached hereto as Exhibit A, with the Release becoming irrevocable and fully effective within 60 days after the Date of Termination and, if applicable, the Executive resigning as a member of the Board:
(i)subject to clause (iii) below, the Company shall pay the Executive an amount equal to the Executive’s Base Salary paid during the twelve (12) months immediately preceding the termination of the Executive’s employment with the Company (the “Severance Amount”);
(ii)the Company shall pay the difference between the cost of COBRA continuation coverage, should the Executive elect to receive it, for the Executive and any dependent who received health insurance coverage prior to termination of the Executive’s employment with the Company, and any premium contribution amount applicable to the Executive as of such termination, for a period of twelve (12) months following the date of termination of the Executive’s employment with the Company (“Continuation Benefits”). Continuation Benefits otherwise receivable by the Executive will be reduced to the extent benefits of the same type are received by or made available to him during the applicable twelve-month period (and any such benefits received by or made available to the Executive shall be reported by him to the Company); and
(iii)the amounts payable under Section 4.2(i) and (ii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing
within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
5.Change of Control Payment.
5.1. Change of Control. The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change of Control of the Company (as defined below). These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event.
(a)Acceleration of Equity Awards on Change of Control. Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, (i) all time-based stock options and other time-based stock-based awards held by the Executive as of the occurrence of such Change of Control shall immediately accelerate and become fully exercisable or nonforfeitable as of the occurrence of the Change of Control and (ii) any performance-based equity awards shall be treated as specified in any such award agreement and if not so specified, shall be deemed to have been achieved at target as of the occurrence of such Change of Control;
(b)Severance Payments after Change of Control. The following provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4.2 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within eighteen (18) months after the occurrence of the first event constituting a Change of Control. These provisions shall terminate and be of no further force or effect beginning eighteen (18) months after the occurrence of a Change of Control. During the Term, if within eighteen (18) months after a Change of Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3.4 or the Executive terminates his employment for Good Reason as provided in Section 3.5, then, subject to the Executive signing and delivering to the Company the Release, and the Release becoming irrevocable and fully effective within 60 days after the Date of Termination and, if applicable, the Executive resigning as a member of the Board of Directors:
(i)the Company shall pay the Executive a lump sum in cash an amount equal to the Executive’s Base Salary paid during the twelve (12) months immediately preceding the termination of the Executive’s employment with the Company (the “Change of Control Severance Amount”);
(ii)the Company shall pay the Executive a lump sum in cash equal to the Executive’s target bonus for the year in which the Date of Termination occurs (the “Change of Control Bonus Amount”);
(iii)the Company shall pay the difference between the cost of COBRA continuation coverage, should the Executive elect to receive it, for the Executive and any dependent who received health insurance coverage prior to termination of the Executive’s employment with the Company, and any premium contribution amount applicable to the Executive as of such termination, for a period of twelve (12) months following the date of termination of the Executive’s employment with the Company (“Change of Control Continuation Benefits”). Change of Control Continuation Benefits otherwise receivable by the Executive will be reduced to the extent benefits of the same type are received by or made available to him during the applicable twelve-month period (and any such benefits received by or made available to the Executive shall be reported by him to the Company); and
(iv)the amounts payable under Section 5.1(b)(i), 5.1(b)(ii) and 5.1(b)(iii) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Change of Control Severance Amount and the Change of Control Bonus Amount shall be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
5.2. Definition of Change of Control. For purposes of this Agreement, a "Change of Control" shall mean the occurrence of any of the following: (i) the acquisition by an individual, entity, group or any other person of beneficial ownership of more than fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company or (y) the combined voting power of the election of directors for the Company; and/or (ii) the sale of substantially all of the Company's assets or a merger or sale of stock wherein the holders of the Company's capital stock immediately prior to such sale do not hold at least a majority of the outstanding capital stock of the Company or its successor immediately following such sale; and/or (iii) the Company’s shareholders approve and complete any plan or proposal for the liquidation or dissolution of the Company.
6.1. Amounts Payable Less Withholding Taxes. The amounts payable by the Company hereunder shall be less any federal, state or local withholding taxes and social security.
6.2. Parachute Payments. It is the intention of the parties that no payment or benefit arising out of or in connection with a Change of Control that is made or provided, or to be made or provided, by the Company to the Executive, whether pursuant to the terms of this Agreement or any other plan, agreement, or arrangement (any such payment or benefit, a “Parachute Payment”) shall be non‑deductible to the Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such Parachute Payments exceed the amount which can be deducted by the Company, such Parachute Payments shall be reduced to the maximum amount which can be deducted by the Company. To the extent that Parachute Payments exceeding such maximum deductible amount have been made to the Executive or his beneficiary, he or his beneficiary shall refund such excess payments to the Company with interest thereon at the Applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be non‑deductible to the Company by reason of the operation of said Section 280G. Any reduction in Parachute Payments required to be made pursuant to this Section 6.2 shall be made first with respect to Parachute Payments payable in cash before being made in respect to any Parachute Payments to be provided in the form of benefits or equity award acceleration, and in the form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such Parachute Payments in inverse order of the scheduled dates or times for the payment or provision of such Parachute Payments.
6.3. Section 409A. It is intended that this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code and the Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”). Notwithstanding anything to the contrary in this Agreement, this Agreement shall, to the maximum extent possible, be administered, interpreted, and construed in a manner consistent with Section 409A. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless and until the Executive has a “separation from service” within the meaning of Section 409A. In the case of any amounts payable under this Agreement that may be treated as payable in the form of “a series of installment payments,” as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), the right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation. If the Executive is a “specified employee” as determined pursuant to Section 409A as of the date of termination of employment and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest, or penalties under Section 409A, then any such payment or benefit shall be delayed until the earlier of (i) the date which is six (6) months after the Executive’s “separation from service” within the meaning of Section 409A for any reason other than death, or (ii) the date of the Executive’s death. Any payment or benefit otherwise payable or to be provided to the Executive upon or in the six (6) month period following “separation from service” that is not so paid or provided by reason of this Section 6.3 shall be accumulated and paid or provided to the Executive in a single lump sum, as soon as practicable (and in all events within 15 days) after the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, as soon
as practicable, and in all events within fifteen (15) days, after the date of the Executive’s death). All subsequent payments or benefits, if any, shall be payable or provided in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A.
6.4. Post-termination Determination of Cause.
(a) If following termination of the Executive’s employment other than for Cause there shall occur any event that would otherwise constitute Cause for termination of such employment, the Executive will repay any Severance Amount, Change of Control Severance Amount, Change of Control Bonus Amount, Continuation Benefits and Change of Control Continuation Benefits previously paid, and his right to receive any future Severance Amount, Change of Control Severance Amount, Change of Control Bonus Amount, Continuation Benefits and Change of Control Continuation Benefits will terminate.
(b) If the employment of the Executive is terminated by the Company for Cause pursuant to Section 3.3(a) above, and if the charges of criminal conduct are subsequently dismissed, or the Executive is acquitted of such charges, then in such event the Executive’s termination shall be deemed to have been made without Cause, and in such event the Company shall pay to the Executive the amounts he would have been entitled had the Company terminated his employment without Cause.
6.5. Employee Agreement. The Executive acknowledges and agrees that the Employee Agreement is a binding and enforceable obligation of the Executive that inures to the benefit of the Company’s successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business in a Change of Control.
6.6. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered personally (including by overnight courier) or, if sent by regular mail, three days after the date of deposit in the United States mails addressed as follows:
(a)if to the Company, to:
Aware, Inc.
76 Blanchard Road
Burlington, Massachusetts 01803
Attention: Chair of the Compensation Committee
(b)if to the Executive, to:
Ajay Amlani at the address in the personnel files of the Company
or to such other address as either party may from time to time provide to the other by notice as provided in this section.
6.7. Entire Agreement. This Agreement and the Employee Agreement constitute the entire agreement and understanding between the Company and the Executive, and supersede all prior negotiations, agreements, arrangements, and understandings, both written or oral, between the Company and the Executive with respect to the subject matter of this Agreement.
6.8. Waiver or Amendment.
(a)The waiver by either party of a breach or violation of any term or provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Agreement or of any other right or remedy.
(b)No provision in this Agreement may be amended unless such amendment is set forth in a writing that specifically refers to this Agreement and is signed by the Executive and the Company.
6.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflict of laws rules.
6.10.Successors; Assignment. The Company shall require any successor via a Change of Control (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. This Agreement shall inure to the benefit of, and shall be binding upon, each of the Company and the Executive and their respective heirs, personal representatives, legal representatives, successors and assigns.
6.11.Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof. If any part of this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid part had not been inserted.
6.12.Section Headings. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect any way the meaning, construction or interpretation of any or all of the provisions of this Agreement.
6.13.Counterparts. This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be
deemed to constitute an original and all of which shall be deemed to be one and the same instrument.
6.14.Authority to Execute. The undersigned representative of the Company represents and warrants that he has full power and authority to enter into this Agreement on behalf of the Company, and that the execution, delivery and performance of this Agreement have been authorized by the Board. Upon the Executive's acceptance of this Agreement by signing and returning it to the Company, this Agreement will become binding upon the Executive and the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
EXECUTIVE AWARE, INC.
/s/ Ajay Amani By: /s/ Gary Evee
Ajay Amlani
Exhibit A
GENERAL RELEASE AND WAIVER OF ALL CLAIMS
(INCLUDING OLDER WORKER BENEFITS PROTECTION ACT CLAIMS)
For good and valuable consideration, including without limitation the compensation and benefits set forth in the Employment Agreement dated February 3, 2025 (the “Agreement”) between the undersigned and Aware, Inc. (the “Company”), to which this General Release and Waiver of All Claims is attached, the terms of which Agreement shall survive this General Release and Waiver of Claims, the undersigned, on behalf of and for himself or herself and his or her heirs, administrators, executors, representatives, estates, attorneys, insurers, successors and assigns (hereafter referred to separately and collectively as the “Releasor”), hereby voluntarily releases and forever discharges the Company, and its subsidiaries (direct and indirect), affiliates, related companies, divisions, predecessor and successor companies, and each of its and their present, former, and future shareholders, officers, directors, employees, agents, representatives, attorneys, insurers and assigns (collectively as “Releasees”), jointly and individually, from any and all actions, causes of action, claims, suits, charges, complaints, contracts, covenants, agreements, promises, debts, accounts, damages, losses, sums of money, obligations, demands, and judgments all of any kind whatsoever, known or unknown, at law or in equity, in tort, contract, by statute, or on any other basis, for contractual, compensatory, punitive or other damages, expenses (including attorney’s fees and cost), reimbursements, or costs of any kind, which the undersigned employee ever had, now has, or may have, from the beginning of the world to the date of this Release, known or unknown, in law or equity, whether statutory or common law, whether federal, state, local or otherwise, including but not limited to any and all claims arising out of or in any way related to the undersigned’s engagement by the Company (including the hiring or termination of that engagement), or any related matters including, but not limited to claims, if any arising under the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefits Protection Act; the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Family and Medical Leave Act of 1993, as amended; the Immigration Reform and Control Act of 1986; the Americans with Disabilities Act of 1990, as amended; the Employee Retirement Income Security Act (ERISA), as amended; the Massachusetts laws against discrimination and harassment (including Mass. Gen. L. c. 151B), protecting equal rights or concerning the payment of wages (including Mass. Gen. L. c. 149, section 148 et seq. and Mass. Gen. L. c. 151, section 1A, et seq.), and federal, state or local common law, laws, statutes, ordinances or regulations. Notwithstanding the foregoing, nothing contained in this General Release and Waiver of Claims shall be construed to bar any claim by the undersigned to enforce the terms of the Agreement.
Releasor represents and acknowledges the following:
(a)that Releasor understands the various claims Releasor could have asserted under federal or state law, including but not limited to the Age Discrimination in Employment Act, Mass. Gen. L. c. 151B, the Massachusetts Wage Act and Massachusetts overtime pay law and other similar laws;
(b)that Releasor has read this General Release carefully and understands all of its provisions;
(c)that Releasor understands that Releasor has the right to and is advised to consult an attorney concerning this General Release and in particular the waiver of rights Releasor might have under the laws described herein and that to the extent, if any, that Releasor desired, Releasor availed himself or herself of this right;
(d)that Releasor has been provided at least twenty-one (21) days to consider whether to sign this General Release and that to the extent Releasor has signed this General Release before the expiration of such twenty-one (21) day period Releasor has done so knowingly and willingly;
(e)that Releasor enters into this General Release and waives any claims knowingly and willingly; and
(f)that this General Release shall become effective seven (7) business days after it is signed. Releasor may revoke this General Release within seven (7) business days after it is signed by delivering a written notice of rescission to Chair, Compensation Committee of the Board of Directors at Aware, Inc., 76 Blanchard Road, Burlington, Massachusetts 01803. To be effective, the notice of rescission must be hand delivered, or postmarked within the seven (7) business day period and sent by certified mail, return receipt requested, to the referenced address.
Signed and sealed this ____ day of _____________, 20__.
Signed: __________________________
Name (print): ___________________________
FOR RELEASE
CONTACT
Company Contact
Delaney Gembis
Aware, Inc.
781-687-0393
[email protected]
Aware Appoints Seasoned Security Executive Ajay Amlani as CEO to Lead Next Phase of Growth and Innovation
BURLINGTON, MASS. - February 4, 2025 - Aware, Inc. (NASDAQ: AWRE), a leading global authentication company, today announces Ajay Amlani as its new Chief Executive Officer, following an extensive international search process. Amlani replaces Robert Eckel, who retired from Aware in late 2024.
Amlani brings nearly two decades of experience at the intersection of government, private sector innovation, and cutting-edge identity technology to drive Aware’s growth.
Most recently, Amlani served as Head of the Americas at iProov, a 200+ person digital identity company based in London. From 2019 through 2021, Amlani held roles as Idemia’s SVP of Corporate Strategy and Development and GM of Commercial Business, where he established the company’s first-ever partnerships with the largest mobile handset/operating system manufacturers, fintech companies, mobile wallets, and shared economy/e-commerce companies. Amlani served in the U.S. government between 2016 and 2019, first under Secretary of Defense Ash Carter and then under Secretary James Mattis, to launch the Defense Innovation Unit, the first Silicon Valley-based unit of the Department of Defense established to modernize our military with better technology.
Notably, Amlani founded and developed several identity platforms. He cofounded the original company that went on to become CLEAR, which now serves more than 10 million Americans with airport fast-line and identity verification services, and YOU Technology, a mobile-first, retailer-focused identity and loyalty platform serving 180 million Americans with personalized digital savings. In 2003, Amlani was one of the early founders of the Department of Homeland Security (DHS). Together with an exceptional team, the organization has successfully safeguarded the nation, preventing any major terrorist incidents on U.S. soil since its inception.
“From these cumulative experiences, I have developed an intense personal interest, desire and enthusiasm to address identity issues in society,” said Amlani. “Today, biometrics are at a critical inflection point, reaching widespread societal acceptance as consumers realize it is possible and highly liberating to achieve the holy grail of convenience combined with superior security. At Aware, I will help tip the scales further in the direction of biometric authentication, a simple yet elegant solution to the very complex, multi-faceted challenge of assuring and protecting digital identity.”
Brent P. Johnstone, Chairman of the Board at Aware commented: “After an extensive and highly competitive selection process, we are thrilled to welcome Amlani as our next CEO. His deep industry expertise, visionary leadership, and relentless focus on innovation set him apart. From his founding of the entity that became CLEAR to redefining how retailers connect with customers through digital identity and loyalty at YOU Technology, Ajay has a history of building and scaling platforms that make a real impact. His track record of growing innovative products, companies, and organizations has improved the lives of millions, and we’re confident he’ll bring that same energy and vision to help Aware reach new heights.”
About Aware
Aware is a global biometric platform company that uses data science, machine learning, and artificial intelligence to tackle everyday business and identity challenges through biometrics. For over 30 years we’ve been a trusted name in the field. Aware’s offerings address the growing challenges that government and commercial enterprises face in knowing, authenticating and securing individuals through frictionless and highly secure user experiences. Our algorithms are based on diverse operational data sets from around the world, and we prioritize making biometric technology in an ethical and responsible manner. Aware is a publicly held company (NASDAQ: AWRE) based in Burlington, Massachusetts. To learn more, visit our website or follow us on LinkedIn and X.
Safe Harbor Warning
Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties. These forward-looking statements include statements regarding the expected increase in use of biometric authentication and the expected growth of Aware. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements. We refer you to the risk factors set forth in the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2023, and other reports and filings we make with the Securities and Exchange Commission.
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