Aware Inc 8-K, filed Mar 30, 2020
Aware Inc (AWRE)
About this 8-K
Aware Inc filed this 8-K on March 30, 2020, reporting on events of March 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): March 27, 2020
AWARE, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 000-21129 | 04-2911026 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
40 Middlesex Turnpike, Bedford, MA, 01730
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (781) 276-4000
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 or to be registered pursuant to Section 12(b) of the Act:
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
David J. Martin
On March 27, 2020, David J. Martin informed the Board of Directors of Aware, Inc. (“Aware” or the “Company”) of his intent to retire from his position as Aware’s Chief Financial Officer. Mr. Martin will retire in 2020 after assisting Aware in hiring his replacement.
On March 27, 2020, Aware and Mr. Martin entered into a Separation Agreement (the “Martin Separation Agreement”). Pursuant to the Martin Separation Agreement, Mr. Martin’s term of employment with Aware (the “Term”) will continue until the earlier of May 1, 2020 or such other date as Aware and Mr. Martin may agree in writing (the earlier of May 1, 2020 or such other date is referred to as the “Expected Transition Date”). The Company may choose to extend the Term beyond May 1, 2020 if Mr. Martin’s services continue to be required or needed by the Company, but in no event shall the Term extend beyond the earlier of: (i) ten (10) days after the start date of a new chief financial officer for the Company or (ii) June 30, 2020. From the Effective Date of the Separation Agreement through the end of the Term, Mr. Martin will continue to perform executive-level functions and will assist the Company in searching for and vetting a new chief financial officer for the Company.
From the Effective Date through the Expected Transition Date, Mr. Martin will continue to receive his annual base salary as in effect on the Effective Date (the “Base Salary”) and he will continue to 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. If Mr. Martin remains employed after May 1, 2020, Mr. Martin will receive during that period base salary at a rate equal to 1.5 times his Base Salary and he will continue to 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.
Unless Mr. Martin’s employment with the Company has been terminated by the Company for “Cause” (as that term is defined in the Separation Agreement), prior to the Expected Transition Date or Mr. Martin has voluntarily terminated his employment with the Company, and subject to Mr. Martin signing and delivering to the Company a release in the form attached to the Martin Separation Agreement, the Company shall pay to Mr. Martin after the Expected Transition Date three months’ additional Base Salary in a lump-sum to Mr. Martin within five business days of the release becoming effective.
In the event Mr. Martin’s employment with the Company continues past May 1, 2020, Mr. Martin will receive at the end of such employment, additional salary equal to a pro rata portion of his Base Salary based on the number of days he remains employed after May 1, 2020. Payment of such additional Base Salary will be subject to Mr. Martin signing and delivering to the Company a release, at which time the Company shall pay such additional salary in a lump-sum to Mr. Martin within five business days of the release becoming effective.
A copy of the Martin Separation Agreement is attached as Exhibit 10.1 to this Report. The foregoing summary of the Martin Separation Agreement is qualified in its entirety by reference to the Separation Agreement.
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Kevin T. Russell
On March 27, 2020, Kevin T. Russell informed the Board of Directors of Aware of his intent to resign from his position as Aware’s Chief Legal and Administrative Officer. Mr. Russell has agreed to continue to serve in that position during a transition period, during which time Mr. Russell will assist Aware in finding a legal counsel to replace him.
On March 27, 2020, Aware and Mr. Russell entered into an Amendment to Employment Agreement (the “Russell Amendment to Employment Agreement”) to the employment agreement between the Company and Mr. Russell dated September 19, 2019 (the “Employment Agreement”). Pursuant to the Russell Amendment to Employment Agreement, Mr. Russell’s Term of employment with the Company will continue until May 1, 2020, provided that the Company may choose to extend the Term beyond May 1, 2020 if Mr. Russell’s services continue to be required or needed by the Company, but in no event shall the Term extend beyond the earlier of: (i) five (5) days after the start of a new legal counsel for the Company or (ii) June 30, 2020. From the Effective Date through the end of the Term, Mr. Russell will continue to perform executive-level functions and will assist the Company in searching for and vetting a new legal counsel for the Company.
Mr. Russell shall remain a member of the Board of Directors of the Company for so long as he remains employed by the Company, provided that Mr. Russell will not stand for re-election to the Board when his current term expires at the Company’s annual meeting of shareholders scheduled to take place on May 20, 2020.
During the Term, Mr. Russell will continue to receive his annual base salary as in effect on the Effective Date (the “Base Salary”) and he will continue to 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.
Unless Mr. Russell’s employment with the Company has been terminated by the Company for Cause (as that term is defined in the Employment Agreement) prior to May 1, 2020 or Mr. Russell has voluntarily terminated his employment with the Company other than for Good Reason (as that term is defined in the Employment Agreement) before May 1, 2020, and subject to Mr. Russell signing and delivering to the Company a noncompete agreement and a release in the form attached to the Employment Agreement, the Company shall pay Mr. Russell an amount equal to Mr. Russell’s Base Salary to be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing May 1, 2020.
In the event Mr. Russell’s employment with the Company continues past May 1, 2020, Mr. Russell will receive at the end of such employment, additional salary equal to a pro rata portion of two times his Base Salary based on the number of days he remains employed after May 1, 2020. Payment of such additional Base Salary will be subject to Mr. Russell signing and delivering to the Company a release, at which time the Company shall pay such additional salary in a lump-sum to Mr. Russell within five business days of the release becoming effective.
A copy of the Russell Amendment to Employment Agreement is attached as Exhibit 10.2 to this Report. The foregoing summary of the Russell Amendment to Employment Agreement is qualified in its entirety by reference to the Amendment to Employment Agreement.
Robert A. Eckel
On September 17, 2019, the Company and Mr. Eckel entered into an Employment Agreement (the “Employment Agreement”). On March 27, 2020, Aware and Mr. Eckel entered into an Amendment to Employment Agreement (the “Eckel Amendment to Employment Agreement”). Pursuant to the Eckel Amendment to Employment Agreement, the Company and Mr. Eckel agreed to delete Section 5.1 (a)(ii) of the Employment Agreement in its entirety and replace it with the following language:
“(ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards (including, without limitation, the 80,000 Share Award) 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 Date of Termination;”
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A copy of the Eckel Amendment to Employment Agreement is attached as Exhibit 10.3 to this Report. The foregoing summary of the Eckel Amendment to Employment Agreement is qualified in its entirety by reference to the Amendment to Employment Agreement.
Mohamed Lazzouni
On March 27, 2020, the Compensation Committee of the Board of Directors of Aware agreed to increase the base salary for Mohamed Lazzouni from $225,000 to $275,000, effective April 1, 2020.
Richard P. Moberg
On March 27, 2020, Richard Moberg informed the Board of Directors of Aware that he was resigning from his position as a member of the Board of Directors of Aware, effective March 27, 2020. Mr. Moberg’s decision to resign from the Board of Directors of Aware was not the result of any disagreement with Aware on any matter relating to Aware’s operations, policies or practices.
Adrian F. Kruse
On March 27, 2020, Adrian Kruse informed the Board of Directors of Aware of his intent to retire from his position as a member of the Board of Directors of Aware, effective when his current term expires on May 20, 2020. Mr. Kruse’s decision to retire from the Board of Directors of Aware was not the result of any disagreement with Aware on any matter relating to Aware’s operations, policies or practices.
Peter R. Faubert
On March 27, 2020, upon the recommendation of Aware’s Nominating and Corporate Governance Committee, Aware’s Board of Directors appointed Peter R. Faubert as a Class III Director and to serve as a member of the Board’s Audit Committee and to assume the position of chairman of the Audit Committee when the term of Adrian F. Kruse, the current chairman of the Audit Committee, expires on May 20, 2020.
Mr. Faubert currently serves as the Chief Financial Officer, Treasurer and Secretary of Evolv Technology, Inc., a leader in free-flow threat detection technology, a position he has held since October 15, 2019. He brings over twenty years of extensive finance leadership for public and private software companies that focused on security technology, video service providers, mobility, gaming and enterprise computing. Prior to Evolv, Mr. Faubert served as Chief Financial Officer, Senior Vice President and Treasurer of SeaChange International, Inc. from July 7, 2016 to October 8, 2019, and from February 25, 2019 to April 4, 2019, served in the Office of the CEO. Mr. Faubert served as Chief Financial officer of This Technology, Inc. from December 2013 to August 2015 when This Technology was acquired by Comcast Corporation (“Comcast”). Mr. Faubert provided consulting services to Comcast until June 2016. Prior to This Technology, Mr. Faubert served as Chief Financial Officer and Treasurer of Vision Government Solutions, Inc. from October 2012 to December 2013, Chief Financial Officer of JNJ Mobile (MocoSpace) from February 2009 to July 2012 and Chief Financial Officer and Treasurer at Turbine, Inc. from August 2005 to January 2009. Prior to that Mr. Faubert held various senior finance positions with Viisage Technology Inc., Burntsand Inc. and Ariba Inc. Mr. Faubert is also a Certified Public Accountant. Mr. Faubert received a bachelor’s degree in accounting from Northeastern University
Director and Officer Unrestricted Stock Awards
On March 27, 2020, the Compensation Committee of the Board of Directors of Aware approved the following grants of unrestricted stock to the executive officers and directors of Aware under Aware’s 2001 Nonqualified Stock Plan in recognition of their ongoing contributions to Aware:
| Name | # of Shares | |
| Robert A. Eckel | 50,000 | |
| Robert M. Mungovan | 25,000 | |
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| Mohamed Lazzouni | 25,000 | |
| Brent P. Johnstone | 20,000 | |
| John S. Stafford, III | 10,000 | |
| Brian D. Connolly | 10,000 | |
| Peter R. Faubert | 10,000 | |
The unrestricted shares will be issued to each executive and director in two (2) equal installments on June 30, 2020 and December 31, 2020 provided each executive officer and director is serving as a director, officer or employee of Aware or any subsidiary of Aware on such date.
Aware, Inc. 2020 Executive Bonus Plan
On March 27, 2020, the Compensation Committee of Aware, Inc. (the “Company”) approved the Aware, Inc. 2020 Executive Bonus Plan (the “Plan”) and established performance criteria and target bonuses thereunder.
Pursuant to the Plan, each of Robert A. Eckel, the Company’s Chief Executive Officer and President, Robert M. Mungovan, the Company’s Chief Commercial Officer, and Mohamed Lazzouni, the Company’s Chief Technical Officer (the “Participants”), will be eligible to receive a bonus, based on the Company’s achievement in 2020 of certain Company 2020 booking, revenue, operating cash flow targets (“2020 Financial Goals”) and the achievement of certain operational goals by each Participant, in each case as determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).
70% of the bonus will be paid for achieving certain Company financial goals and 30% of the bonus will be paid for achieving certain operational goals.
The amount of the potential bonus that could be earned by the Participants is as follows: Robert Eckel up to $150,000; Robert Mungovan up to $137,500 and Mohamed Lazzouni up to $137,500.
The amount of the bonus earned by a Participant will depend upon the Company’s actual 2020 bookings, revenue and operating cash flow, as compared to the 2020 Financial Goals. The following tables will be used to determine the applicable bonuses for the achievement of financial goals:
Robert Eckel
| Actual 2020 bookings, revenue and operating cash flow as a % of 2020 Financial Goals | Bonus Amount-2020 Bookings | Bonus Amount-2020 Revenue | Bonus Amount-2020 Operating Cash Flow |
| Less than 85% of 2020 Financial Goals | $0 | $0 | $0 |
| 85% of 2020 Financial Goals | $13,125.00 | $26,250.00 | $13,125.00 |
| 95% of 2020 Financial Goals | $22,312.50 | $44,625.00 | $22,312.50 |
| 100% of 2020 Financial Goals | $26,250.00 | $52,500.00 | $26,250.00 |
Robert Mungovan
| Actual 2020 bookings, revenue and operating cash flow as a % of 2020 Financial Goals | Bonus Amount-2020 Bookings | Bonus Amount-2020 Revenue | Bonus Amount-2020 Operating Cash Flow |
| Less than 85% of 2020 Financial Goals | $0 | $0 | $0 |
| 85% of 2020 Financial Goals | $24,062.50 | $16,843.75 | $7,218.75 |
| 95% of 2020 Financial Goals | $40,906.25 | $28,634.38 | $12,271.88 |
| 100% of 2020 Financial Goals | $48,125.00 | $33,687.50 | $14,437.50 |
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Mohamed Lazzouni
| Actual 2020 bookings, revenue and operating cash flow as a % of 2020 Financial Goals | Bonus Amount-2020 Bookings | Bonus Amount-2020 Revenue | Bonus Amount-2020 Operating Cash Flow |
| Less than 85% of 2020 Financial Goals | $0 | $0 | $0 |
| 85% of 2020 Financial Goals | $12,031.25 | $24,062.50 | $12,031.25 |
| 95% of 2020 Financial Goals | $20,453.13 | $40,906.25 | $20,453.13 |
| 100% of 2020 Financial Goals | $24,062.50 | $48,125.00 | $24,062.50 |
The amount of bonus payable with respect to the bonus for achievement of the financial goals will be subject to linear interpolation to reflect actual 2020 bookings, revenue and operating cash flow between the 2020 Financial Goals and 85% of 2020 Financial Goals or between 95% of 2020 Financial Goals and 100% of 2020 Financial Goals.
Mr. Eckel, Mr. Mungovan and Mr. Lazzouni may earn up to $45,000, $41,250 and $41,250, respectively, upon full achievement, as determined by the Compensation Committee, of their respective Operational Goals under the Plan, which are specific to each Participant.
In the event that Mr. Eckel’s, Mr. Mungovan’s or Mr. Lazzouni’s employment by the Company terminates during 2020 by reason of total and permanent disability, or death, the terminated person will receive a pro-rated bonus. If Mr. Eckel’s, Mr. Mungovan’s or Mr. Lazzouni’s employment by the Company is terminated by the Company without cause, the Compensation Committee may, in its discretion, award the terminated person a pro-rata bonus. In the event that Mr. Eckel’s, Mr. Mungovan’s or Mr. Lazzouni’s employment terminates for any other reason, including resignation and discharge for cause prior to the bonus payout date, all rights to a bonus will be forfeited. All payouts from this bonus plan are subject to final approval by the Compensation Committee, which shall have the authority to change any amounts payable under the Plan.
A copy of the Plan is attached as Exhibit 10.4 to this Report. The foregoing summary of the Plan is qualified in its entirety by reference to the Plan.
Press Releases
On March 30, 2020, Aware issued a press release, attached to this Form 8-K as Exhibit 99.1, announcing the pending departures of David J. Martin and Kevin T. Russell. On March 30, 2020, Aware issued a press release, attached to this Form 8-K as Exhibit 99.2, announcing the appointment of Peter R. Faubert to the Aware Board of Directors.
| Item 9.01. | Financial Statements and Exhibits. |
No financial statements are required to be filed as part of this Report. The following exhibit is filed as part of this Report:
* Management contract or compensatory plan
^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Securities Act of 1933.
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Signature(s)
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.
| AWARE, INC. | |||
| By: | /s/ Kevin T. Russell | ||
| Kevin T. Russell | |||
| Chief Legal and Administrative Officer | |||
Date: March 30, 2020
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Exhibit Index
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Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (this “Agreement”) is entered into as of March 27, 2020 (the “Effective Date”), by and between Aware, Inc., a Massachusetts corporation with its principal offices located at 40 Middlesex Turnpike, Bedford, Massachusetts 01730 (together with its successors and assigns, the "Company"), and David J. Martin (the "Executive").
WHEREAS, the Executive has indicated to the Board of Directors of the Company that he intends to retire as Chief Financial Officer of the Company; and
WHEREAS, the Company and the Executive desire that the Executive continue to work for the Company during a transition period from the Effective Date, but in no event beyond June 30, 2020, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Term of Employment. The Executive’s term of employment with the Company (the “Term”) will continue until the earlier of May 1, 2020 or such other date as the Company and the Executive may agree in writing (the earlier of May 1, 2020 or such other date is referred to as the “Expected Transition Date”). The Company may choose to extend the Term beyond May 1, 2020 if the Executive’s services continue to be required or needed by the Company, but in no event shall the Term extend beyond the earlier of: (i) ten (10) days after the start date of a new chief financial officer for the Company or (ii) June 30, 2020. From the Effective Date through the end of the Term, the Executive will continue to perform executive-level functions and will assist the Company in searching for and vetting a new chief financial officer for the Company.
2. Compensation. From the Effective Date through the Expected Transition Date, the Executive will continue to receive his annual base salary as in effect on the Effective Date (the “Base Salary”) and he will continue to 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. If the Executive remains employed after May 1, 2020, the Executive will receive during that period base salary at a rate equal to 1.5 times his Base Salary and he will continue to 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.
3. Post-Employment Compensation.
3.1. Post-Employment Compensation for Service Through Expected Transition Date. Unless the Executive’s employment with the Company has been terminated by the Company for “Cause” prior to the Expected Transition Date or the Executive has voluntarily terminated his employment with the Company, and subject to the Executive signing and delivering to the Company a Release substantially in the form attached hereto as Exhibit A, with the Release becoming irrevocable and fully effective, the Company shall pay to the Executive after the Expected Transition Date three months’ additional Base Salary in a lump-sum to the Executive within five business days of the Release becoming effective.
3.2. Post-Employment Compensation for Service After Expected Transition Date. In the event the Executive’s employment with the Company continues past May 1, 2020, the Executive will receive at the end of such employment, additional salary equal to a pro rata portion of his Base Salary based on the number of days he remains employed after May 1, 2020. For example, if the Executive works from May 2, 2020 through May 15, 2020, such additional salary would be as follows: (Base Salary x 14/365). Payment of such additional Base Salary will be subject to the Executive signing and delivering to the Company a Release substantially in the form attached hereto as Exhibit A, with the Release becoming irrevocable and fully effective, at which time the Company shall pay such additional salary in a lump-sum to the Executive within five business days of the Release becoming effective.
3.3. No Other Severance or Accelerated Vesting. Section 3 of this Agreement contains the entire understanding between the Company and the Executive concerning any post-termination of employment compensation owed by the Company to the Executive.
3.4. Definition of Cause. The term “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, Non-Competition and Intellectual Property Agreement by and between the Executive and the Company or any other written agreement between the Executive and the Company.
4. Non-Disparagement. The Executive agrees not to make any disparaging statements concerning the Company, any of its affiliates; any of its or their products or services; or any of its or their current or former officers, directors, shareholders, employees, clients or agents. These non-disparagement obligations shall not in any way affect the Executive’s obligation to testify truthfully in any legal proceeding. The Company agrees that its executive team and Board members will not make any disparaging statements about the Executive. This obligation shall not in any way affect their obligation to testify truthfully in any legal proceeding.
5. General Terms.
5.1. Entire Agreement. This Agreement and the documents referred to herein 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.
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5.2. 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.
5.3. 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.
5.4. 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.
5.5. 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 Amendment as of the day and year first written above.
| EXECUTIVE | AWARE, INC. |
|
__________________________ David J. Martin |
By: _________________________
|
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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 Separation Agreement dated February [ ], 2020 (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; |
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| (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) days after it is signed. Releasor may revoke this General Release within seven (7) days after it is signed by delivering a written notice of rescission to Chair, Compensation Committee of the Board of Directors at Aware, Inc., 40 Middlesex Turnpike, Bedford, Massachusetts 01730. To be effective, the notice of rescission must be hand delivered, or postmarked within the seven (7) day period and sent by certified mail, return receipt requested, to the referenced address. |
Signed and sealed this ____ day of _____________, 20__.
| Signed: | ___________________________ |
| Name (print): | ___________________________ |
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Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is entered into as of March 27, 2020 (the “Effective Date”), by and between Aware, Inc., a Massachusetts corporation with its principal offices located at 40 Middlesex Turnpike, Bedford, Massachusetts 01730 (together with its successors and assigns, the "Company"), and Kevin T. Russell (the "Executive").
WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of September 19, 2019 (the “Employment Agreement”);
WHEREAS, the Executive has indicated to the Board of Directors of the Company that he intends to resign his position as Chief Legal and Administrative Officer of the Company;
WHEREAS, the Company and the Executive desire that the Executive continue to work for the Company during a transition period from the Effective Date until at least May 1, 2020, but in no event beyond June 30, 2020; and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Definitions. Capitalized terms used herein but not defined herein shall be given the respective meanings given to such terms in the Employment Agreement.
2. Term of Employment. The Executive’s Term of employment with the Company will continue until May 1, 2020, provided that the Company may choose to extend the Term beyond May 1, 2020 if the Executive’s services continue to be required or needed by the Company, but in no event shall the Term extend beyond the earlier of: (i) five (5) days after the start of a new legal counsel for the Company or (ii) June 30, 2020. From the Effective Date through the end of the Term, the Executive will continue to perform executive-level functions and will assist the Company in searching for and vetting a new legal counsel for the Company.
3. Board Membership. The Executive shall remain a member of the Board of Directors of the Company for so long as he remains employed by the Company, provided that the Executive will not stand for re-election to the Board when his current term expires at the Company’s annual meeting of shareholders scheduled to take place on May 20, 2020.
4. Compensation. During the Term, the Executive will continue to receive his annual base salary as in effect on the Effective Date (the “Base Salary”) and he will continue to 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.
| 5. | Post-Employment Compensation. |
5.1 Post-Employment Compensation for Service Through May 1, 2020. Unless the Executive’s employment with the Company has been terminated by the Company for Cause prior to May 1, 2020 or the Executive has voluntarily terminated his employment with the Company other than for Good Reason before May 1, 2020, and subject to the Executive signing and delivering to the Company the Noncompete Agreement in substantially the form attached to the Employment Agreement as Exhibit A and a Release substantially in the form attached to the Employment Agreement as Exhibit B, with the Release becoming irrevocable and fully effective, the Company shall pay the Executive an amount equal to the Executive’s Base Salary to be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing May 1, 2020.
5.2 Post-Employment Compensation for Service After May 1, 2020. In the event the Executive’s employment with the Company continues past May 1, 2020, the Executive will receive at the end of such employment, additional salary equal to a pro rata portion of two times his Base Salary based on the number of days he remains employed after May 1, 2020. For example, if the Executive works from May 2, 2020 through May 15, 2020, such additional salary would be as follows: (Base Salary x 2 x 14/365). Payment of such additional Base Salary will be subject to the Executive signing and delivering to the Company a Release substantially in the form attached to the Employment Agreement as Exhibit B, with the Release becoming irrevocable and fully effective, at which time the Company shall pay such additional salary in a lump-sum to the Executive within five business days of the Release becoming effective.
5.3 No Other Severance or Accelerated Vesting. Section 5 of this Amendment contains the entire understanding between the Company and the Executive concerning any post-termination of employment compensation owed by the Company to the Executive and supersedes Section 4.2 of the Employment Agreement.
6. Non-Disparagement. The Executive agrees not to make any disparaging statements concerning the Company, any of its affiliates; any of its or their products or services; or any of its or their current or former officers, directors, shareholders, employees, clients or agents. These non-disparagement obligations shall not in any way affect the Executive’s obligation to testify truthfully in any legal proceeding. The Company agrees that its executive team and Board members will not make any disparaging statements about the Executive. This obligation shall not in any way affect their obligation to testify truthfully in any legal proceeding.
| 7. | General Terms. |
7.1 Entire Agreement. This Amendment and the Employment Agreement and the documents referred to herein and therein 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 Amendment and the Employment Agreement.
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7.2 Waiver or Amendment.
(a) The waiver by either party of a breach or violation of any term or provision of this Amendment by the other party shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Amendment or of any other right or remedy.
(b) No provision in this Amendment may be amended unless such amendment is set forth in a writing that specifically refers to this Amendment and is signed by the Executive and the Company.
7.3 Counterparts. This Amendment 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.
7.4 Authority to Execute. The undersigned representative of the Company represents and warrants that he has full power and authority to enter into this Amendment on behalf of the Company, and that the execution, delivery and performance of this Amendment have been authorized by the Board. Upon the Executive's acceptance of this Amendment by signing and returning it to the Company, this Amendment will become binding upon the Executive and the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.
| EXECUTIVE | AWARE, INC. |
|
__________________________ Kevin T. Russell |
By: _________________________
|
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Exhibit 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is entered into as of March 27, 2020 (the “Effective Date”), by and between Aware, Inc., a Massachusetts corporation with its principal offices located at 40 Middlesex Turnpike, Bedford, Massachusetts 01730 (together with its successors and assigns, the "Company"), and Robert A Eckel (the "Executive").
WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of September 17, 2019 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Definitions. Capitalized terms used herein but not defined herein shall be given the respective meanings given to such terms in the Employment Agreement.
2. Change of Control Payment. The Company and the Executive agree to delete Section 5.1 (a)(ii) of the Employment Agreement in its entirety and replace it with the following language:
“(ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards (including, without limitation, the 80,000 Share Award) 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 Date of Termination;”
| 3. | General Terms. |
3.1 Entire Agreement. This Amendment and the Employment Agreement and the documents referred to herein and therein 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 Amendment and the Employment Agreement.
| 3.2 | Waiver or Amendment. |
(a) The waiver by either party of a breach or violation of any term or provision of this Amendment by the other party shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Amendment or of any other right or remedy.
(b) No provision in this Amendment may be amended unless such amendment is set forth in a writing that specifically refers to this Amendment and is signed by the Executive and the Company.
3.3 Counterparts. This Amendment 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.
3.4 Authority to Execute. The undersigned representative of the Company represents and warrants that he has full power and authority to enter into this Amendment on behalf of the Company, and that the execution, delivery and performance of this Amendment have been authorized by the Board. Upon the Executive's acceptance of this Amendment by signing and returning it to the Company, this Amendment will become binding upon the Executive and the Company.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.
| EXECUTIVE | AWARE, INC. |
|
__________________________ Robert A. Eckel |
By: _________________________
|
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Exhibit 10.4
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to Aware, if publicly disclosed. Double asterisks denote omissions.
Aware, Inc. 2020 Executive Bonus Plan
Aware, Inc. (the “Company”) executives, Robert Eckel, President & Chief Executive Officer, Robert Mungovan, Chief Commercial Officer, and Mohamed Lazzouni, Chief Technical Officer (the “Participants”) will be eligible to receive bonuses based upon the achievement by the Company of certain financial goals and the achievement of certain operational goals by each Participant as determined by the Compensation Committee of the Company’s Board of Directors. 70% of the bonus will be paid for achieving certain Company financial goals and 30% of the bonus will be paid for achieving certain operational goals.
The amount of the potential bonus that could be earned by the Participants is as follows: Robert Eckel up to $150,000; Robert Mungovan up to $137,500 and Mohamed Lazzouni up to $137,500.
Financial Goals (70% of Total Potential Bonus)
The financial goal is common for all Participants. The bonus for the financial goal is based upon the achievement of certain Company 2020 booking, revenue and operating cash flow targets (“2020 Financial Goals”) determined by the Compensation Committee of the Company’s Board of Directors.
The amount of the bonus earned by a Participant will depend upon the Company’s actual 2020 bookings, revenue and operating cash flow, as compared to the 2020 Financial Goals. The following tables will be used to determine the applicable bonuses for the achievement of financial goals:
Robert Eckel
| Actual 2020 bookings, revenue and operating cash flow as a % of 2020 Financial Goals | Bonus Amount-2020 Bookings | Bonus Amount-2020 Revenue | Bonus Amount-2020 Operating Cash Flow |
| Less than 85% of 2020 Financial Goals | $0 | $0 | $0 |
| 85% of 2020 Financial Goals | $13,125.00 | $26,250.00 | $13,125.00 |
| 95% of 2020 Financial Goals | $22,312.50 | $44,625.00 | $22,312.50 |
| 100% of 2020 Financial Goals | $26,250.00 | $52,500.00 | $26,250.00 |
Robert Mungovan
| Actual 2020 bookings, revenue and operating cash flow as a % of 2020 Financial Goals | Bonus Amount-2020 Bookings | Bonus Amount-2020 Revenue | Bonus Amount-2020 Operating Cash Flow |
| Less than 85% of 2020 Financial Goals | $0 | $0 | $0 |
| 85% of 2020 Financial Goals | $24,062.50 | $16,843.75 | $7,218.75 |
| 95% of 2020 Financial Goals | $40,906.25 | $28,634.38 | $12,271.88 |
| 100% of 2020 Financial Goals | $48,125.00 | $33,687.50 | $14,437.50 |
Mohamed Lazzouni
| Actual 2020 bookings, revenue and operating cash flow as a % of 2020 Financial Goals | Bonus Amount-2020 Bookings | Bonus Amount-2020 Revenue | Bonus Amount-2020 Operating Cash Flow |
| Less than 85% of 2020 Financial Goals | $0 | $0 | $0 |
| 85% of 2020 Financial Goals | $12,031.25 | $24,062.50 | $12,031.25 |
| 95% of 2020 Financial Goals | $20,453.13 | $40,906.25 | $20,453.13 |
| 100% of 2020 Financial Goals | $24,062.50 | $48,125.00 | $24,062.50 |
The amount of bonus payable with respect to the bonus for achievement of the financial goals will be subject to linear interpolation to reflect actual 2020 bookings, revenue and operating cash flow between the 2020 Financial Goals and 85% of 2020 Financial Goals or between 95% of 2020 Financial Goals and 100% of 2020 Financial Goals.
Operational Goals (30% of Total Potential Bonus)
Operational Goals are specific to each Participant.
Robert Eckel (Operational goal bonus eligibility up to $45,000)
| · | Prepare 3-year & 2021 plan for long term value creation (30%) |
| · | Develop organization structure and finances to enable Aware to provide value add solutions and SaaS offerings to capture key programs (25%) |
| · | Penetrate emerging market verticals by identifying target(s) for partner or acquisition (25%) |
| · | Develop working plan for investor/public relations to increase demand in Aware from the shareholder community (20%) |
Robert Mungovan (Operational goal bonus eligibility up to $41,250)
| · | Build out worldwide sales team along with program office & proposal response team (10%) |
| · | [**] (25%) |
| · | [**] (25%) |
| · | Develop reusable collateral for bids and proposals (25%) |
| · | Develop Marketing and Go-to-Market program for current identified verticals and future identified verticals (10%) |
| · | Establish with CEO, CTO and VP of Sales a demand generation conversion program to create a customer satisfaction baseline in 2020 along with new references (5%) |
Mohamed Lazzouni (Operational goal bonus eligibility up to $41,250)
| · | Set up a triage and support program to create a closed loop customer satisfaction improvement program integrating sales with engineering (15%) |
| · | Deliver demos and put into production per roadmap (25%) |
| · | Complete bid structure & costing team for contracts (20%) |
| · | Establish standard hardware & Aware SaaS software solutions (15%) |
| · | Prepare 3 year and 2021 plan long term technology value creation program through internal or external means (25%) |
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Bonus payouts, to the extent earned, will be paid approximately 45 days following the end of the 2020 fiscal year. All bonus payouts are subject to statutory deductions and are taxable at the time of payment. In the event that Mr. Eckel’s, Mr. Mungovan’s or Mr. Lazzouni’s employment by the Company terminates during 2020 by reason of total and permanent disability, or death, the terminated person will receive a pro-rated bonus. If Mr. Eckel’s, Mr. Mungovan’s or Mr. Lazzouni’s employment by the Company is terminated by the Company without cause, the Compensation Committee may, in its discretion, award the terminated person a pro-rata bonus. In the event that Mr. Eckel’s, Mr. Mungovan’s or Mr. Lazzouni’s employment terminates for any other reason, including resignation and discharge for cause prior to the bonus payout date, all rights to a bonus will be forfeited. All payouts from this bonus plan are subject to final approval by the Compensation Committee, which shall have the authority to change any amounts payable under the Plan.
The adoption and maintenance of the 2020 Executive Bonus Plan shall not be deemed a contract of employment. Nothing herein contained shall be deemed to give Mr. Eckel, Mr. Mungovan or Mr. Lazzouni the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge Mr. Eckel, Mr. Mungovan or Mr. Lazzouni at any time, nor shall it interfere with Mr. Eckel, Mr. Mungovan or Mr. Lazzouni’s right to terminate their employment at any time.
| - 3 - |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Bob Eckel
Aware, Inc.
781-276-4000
Aware, Inc. Announces Pending Departures of David J. Martin and Kevin T. Russell After Transition Period
Richard P. Moberg Leaving Board
BEDFORD, MASS. – March 30, 2020 – Aware, Inc. (NASDAQ: AWRE), a leading supplier of biometrics software and services, announced that David J. Martin informed the Aware Board of Directors of his intent to retire from his position as the Company’s Chief Financial Officer. Mr. Martin will retire in 2020 after assisting Aware in hiring his replacement.
In addition, Kevin T. Russell informed the Aware Board of Directors of his intent to resign from his position as the Company’s Chief Legal and Administrative Officer. Mr. Russell has agreed to continue to serve in that position during a transition period. It is anticipated that Mr. Russell will continue to serve on Aware’s Board of Directors during this transition period, but that he will not stand for re-election to the Board when his current term expires at Aware’s 2020 annual meeting of shareholders scheduled to take place on May 20, 2020.
Robert A. Eckel, Aware’s Chief Executive Officer and President, commented as follows. “We will miss Dave and Kevin and thank them for their many years of dedicated service. We are in the process of securing their replacements and are pleased that both Dave and Kevin will be supporting Aware during this transition period.”
Aware also announced that Richard P. Moberg resigned as a member of the Board of Directors, effective March 27, 2020. Brent P. Johnstone, the Chairman of the Board of Aware, stated that, “We want to thank Rick for his valuable contributions to Aware as a former executive officer, and for his over eight years of service on the Board. We wish him well.”
About Aware
Aware is a leading provider of productized biometrics software products, solutions and services to governments, system integrators, and commercial organizations and solution providers globally. Our comprehensive portfolio of biometric solutions are based on innovative, robust products designed explicitly for ease of integration including customer-managed and integration ready biometric frameworks, platforms, SDK’s and services. They fulfill a broad range of functions critical to secure biometric enrollment, authentication, identity and transactions including face, fingerprint, iris, and voice capture modalities, sample quality assurance, data compliance, capture hardware peripheral and system abstraction, centralized data processing and workflow, subsystem connectivity, and biometric matching algorithms. The products and solutions apply biometrics to enable identity-centric security and know-your-customer (“KYC”) solutions for applications including financial institutions, retail, banking and payments, healthcare, border management, credentialing and access control, intelligence and defense, and law enforcement. Aware is a publicly held company (Nasdaq: AWRE) based in Bedford, Massachusetts.
See Aware’s website for more information about our biometrics software products.
Safe Harbor Warning
Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as estimates or projections of future revenue and earnings, and the growth of the biometrics markets. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements.
Risk factors related to our business include, but are not limited to: i) our operating results may fluctuate significantly and are difficult to predict; ii) we derive a significant portion of our revenue from government customers, and our business may be adversely affected by changes in the contracting or fiscal policies of those governmental entities; iii) a significant commercial market for biometrics technology may not develop, and if it does, we may not be successful in that market; iv) we derive a significant portion of our revenue from third party channel partners; v) the biometrics market may not experience significant growth or our products may not achieve broad acceptance; vi) we face intense competition from other biometrics solution providers; vii) our business is subject to rapid technological change; viii) our software products may have errors, defects or bugs which could harm our business; ix) our business may be adversely affected by our use of open source software; x) we rely on third party software to develop and provide our solutions and significant defects in third party software could harm our business; xi) part of our future business is dependent on market demand for, and acceptance of, the cloud-based model for the use of software: xii) our operational systems and networks and products may be subject to an increasing risk of continually evolving cybersecurity or other technological risks which could result in the disclosure of company or customer confidential information, damage to our reputation, additional costs, regulatory penalties and financial losses; xiii) our intellectual property is subject to limited protection; xiv) we may be sued by third parties for alleged infringement of their proprietary rights; xv) we must attract and retain key personnel; xvi) we rely on single sources of supply for certain components used in our hardware products; xvii) our business may be affected by government regulations and adverse economic conditions; xviii) we may make acquisitions that could adversely affect our results, and xix) we may have additional tax liabilities.
We refer you to 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, 2019 and other reports and filings made with the Securities and Exchange Commission.
###
Aware is a registered trademark of Aware, Inc.
| - 2 - |
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact:
Bob Eckel
Aware, Inc.
781-276-4000
Aware, Inc. Announces Appointment of Peter R. Faubert to Board of Directors
BEDFORD, MASS. – March 30, 2020 – Aware, Inc. (NASDAQ: AWRE), a leading supplier of biometrics software and services, announced that the Aware Board of Directors has appointed Peter R. Faubert to serve as a Class III director and a member of the Audit Committee. He is expected to take over as Chairman of the Audit Committee from Adrian F. Kruse, the current Chairman, when Mr. Kruse’s term expires on May 20, 2020. Mr. Kruse has announced that he will be retiring from his Board position and will not stand for reelection.
Mr. Faubert currently serves as the Chief Financial Officer, Treasurer and Secretary of Evolv Technology, Inc., a leader in free-flow threat detection technology, a position he has held since October 15, 2019. He brings over twenty years of extensive finance leadership for public and private software companies that focused on security technology, video service providers, mobility, gaming and enterprise computing. Prior to Evolv, Mr. Faubert served as Chief Financial Officer, Senior Vice President and Treasurer of SeaChange International, Inc. from July 7, 2016 to October 8, 2019, and from February 25, 2019 to April 4, 2019, served in the Office of the CEO. Mr. Faubert served as Chief Financial officer of This Technology, Inc. from December 2013 to August 2015 when This Technology was acquired by Comcast Corporation (“Comcast”). Mr. Faubert provided consulting services to Comcast until June 2016. Prior to This Technology, Mr. Faubert served as Chief Financial Officer and Treasurer of Vision Government Solutions, Inc. from October 2012 to December 2013, Chief Financial Officer of JNJ Mobile (MocoSpace) from February 2009 to July 2012 and Chief Financial Officer and Treasurer at Turbine, Inc. from August 2005 to January 2009. Prior to that Mr. Faubert held various senior finance positions with Viisage Technology Inc., Burntsand Inc. and Ariba Inc. Mr. Faubert is also a Certified Public Accountant. Mr. Faubert received a bachelor’s degree in accounting from Northeastern University.
Robert A. Eckel, Aware’s Chief Executive Officer and President, commented as follows. “We are pleased that Peter is joining the Aware board. His extensive finance leadership roles in a variety of public and private software companies will serve us well. I look forward to working with Peter using his valuable experience as we chart the course for the next phase of Aware.”
Brent P. Johnstone, the Chairman of the Board of Aware, stated that, “We welcome Peter to Aware, and look forward to utilizing his valuable experience on our Board and Audit Committee. We would also like to thank Adrian for his dedication and his strong presence as Audit Committee Chairman during his seventeen years of service on the Board and wish him well in his upcoming retirement. We are fortunate that he will be able to help transition the role of Chairman to Peter during their overlap.”
About Aware
Aware is a leading provider of productized biometrics software products, solutions and services to governments, system integrators, and commercial organizations and solution providers globally. Our comprehensive portfolio of biometric solutions are based on innovative, robust products designed explicitly for ease of integration including customer-managed and integration ready biometric frameworks, platforms, SDK’s and services. They fulfill a broad range of functions critical to secure biometric enrollment, authentication, identity and transactions including face, fingerprint, iris, and voice capture modalities, sample quality assurance, data compliance, capture hardware peripheral and system abstraction, centralized data processing and workflow, subsystem connectivity, and biometric matching algorithms. The products and solutions apply biometrics to enable identity-centric security and know-your-customer (“KYC”) solutions for applications including financial institutions, retail, banking and payments, healthcare, border management, credentialing and access control, intelligence and defense, and law enforcement. Aware is a publicly held company (Nasdaq: AWRE) based in Bedford, Massachusetts.
See Aware’s website for more information about our biometrics software products.
Safe Harbor Warning
Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as estimates or projections of future revenue and earnings, and the growth of the biometrics markets. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements.
Risk factors related to our business include, but are not limited to: i) our operating results may fluctuate significantly and are difficult to predict; ii) we derive a significant portion of our revenue from government customers, and our business may be adversely affected by changes in the contracting or fiscal policies of those governmental entities; iii) a significant commercial market for biometrics technology may not develop, and if it does, we may not be successful in that market; iv) we derive a significant portion of our revenue from third party channel partners; v) the biometrics market may not experience significant growth or our products may not achieve broad acceptance; vi) we face intense competition from other biometrics solution providers; vii) our business is subject to rapid technological change; viii) our software products may have errors, defects or bugs which could harm our business; ix) our business may be adversely affected by our use of open source software; x) we rely on third party software to develop and provide our solutions and significant defects in third party software could harm our business; xi) part of our future business is dependent on market demand for, and acceptance of, the cloud-based model for the use of software: xii) our operational systems and networks and products may be subject to an increasing risk of continually evolving cybersecurity or other technological risks which could result in the disclosure of company or customer confidential information, damage to our reputation, additional costs, regulatory penalties and financial losses; xiii) our intellectual property is subject to limited protection; xiv) we may be sued by third parties for alleged infringement of their proprietary rights; xv) we must attract and retain key personnel; xvi) we rely on single sources of supply for certain components used in our hardware products; xvii) our business may be affected by government regulations and adverse economic conditions; xviii) we may make acquisitions that could adversely affect our results, and xix) we may have additional tax liabilities.
We refer you to 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, 2019 and other reports and filings made with the Securities and Exchange Commission.
###
Aware is a registered trademark of Aware, Inc.
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