AWRE 8-K
Aware Inc /Ma/ (AWRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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.
Aware, Inc. (the “Company”) and Robert A. Eckel, the Company’s Chief Executive Officer and President and a member of the Company’s Board of Directors (the “Board”), agreed that Mr. Eckel would leave the Company and the Board, effective December 31, 2024. In connection with Mr. Eckel’s pending departure, the Company entered into a separation agreement with Mr. Eckel on October 30, 2024 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Eckel is entitled to receive the following severance from the Company once the Separation Agreement becomes effective: (i) $318,270, which represents his annual base salary and is payable as salary continuation for twelve months beginning January 1, 2025; (ii) vesting of all time-based stock options and other time-based stock-based awards held by Mr. Eckel that would have vested had he remained employed with Aware through December 31, 2025; (iii) entitlement to any bonus that Mr. Eckel earned in respect of his and the Company’s performance in 2024 based on the currently established bonus metrics approved by the Board; and (iv) continuation of certain health benefit coverage through December 31, 2025. The Separation Agreement includes Mr. Eckel’s agreement not to compete with the Company through December 31, 2025 and a general release by Mr. Eckel of claims against the Company. The description of the Separation Agreement contained herein is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The Board has engaged an executive search firm to identify Mr. Eckel’s successor. Additionally, the Board has appointed an experienced executive strategic advisor who will work closely with Mr. Eckel, the Board, and the Company’s leadership team to refine the Company’s market position, product roadmap and growth strategy. This advisor will provide strategic guidance to help the Company remain competitive, without taking on direct operational responsibilities.
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.
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10.1
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Letter Agreement dated as of October 30, 2024, by and between Aware, Inc. and Robert Eckel
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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: October 30, 2024 |
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By: |
/s/ David K. Traverse
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David K. Traverse |
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Chief Financial Officer |
October 30, 2024
Robert A. Eckel
Dear Bob:
The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment with Aware, Inc. (together with its subsidiaries, the “Company”).
(a) Except for your Company laptop, which you may keep after confidential information of the Company has been removed from it, you agree to return all Company documents (and any copies thereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property.
(b) You agree to keep confidential all confidential and proprietary information of the Company, and you agree to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information.
(c) You agree that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (and/or its officers, directors and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (and/or its officers, directors and managers). The Company’s executive officers, marketing personnel and members of its Board of Directors will not make any public statements that are professionally or personally disparaging about you.
(d) You agree that the breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any compensation already paid to you pursuant to Section 2 of this letter.
Your signature below reflects your understanding of, and agreement to, the terms and conditions set forth above.
Very truly yours,
AWARE, INC.
By: /s/ David K. Traverse /s/ Robert A. Eckel
Name: David K. Traverse Robert A. Eckel
Title: Chief Financial Officer
Dated: 10/30/2024
Exhibit A
NONCOMPETE AGREEMENT
This NONCOMPETE AGREEMENT (the "AGREEMENT"), made as of the 31st day of December 2024, is entered into between Aware, Inc., a Massachusetts corporation with offices at 76 Blanchard Road, Burlington, Massachusetts 01803 (the "Company") and Robert A. Eckel (the "Employee").
RECITALS:
A. The Company is willing to grant certain severance and other benefits to the Employee, under the circumstances specified in that certain Employment Agreement dated as of September 17, 2019 and as amended as of March 27, 2020 between the Company and the Employee (the “Employment Agreement”) and pursuant to a Separation Agreement dated as of October 30, 2024 by and between the Company and the Employee (the “Separation Agreement”); and
B. As set forth in the Employment Agreement and the Separation Agreement, the Employee's execution of this Agreement is a condition to his receipt of such benefits;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
(ii) "BUSINESS OF THE COMPANY" shall mean the development, manufacture, marketing and/or distribution of (A) biometric technologies or wavelet compression technologies or (B) any other products or services which the Company sells, has under development or which are subject to active planning at any time during the term of the Employee's employment with the Company.
The Employee represents and warrants that his performance of all the terms of this Agreement does not and will not breach any other agreement by which he is bound.
The Employee understands that this Agreement does not constitute a contract of employment or give the Employee rights to employment or continued employment by the Company.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.
This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts, without regard to its choice of law principles. The Employee hereby consents to (a) service of process, and to be sued, in The Commonwealth of Massachusetts and (b) to the jurisdiction of the courts of The Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of Employee's obligations hereunder, and Employee expressly waives any and all objections he may have as to venue in any such courts.
This Agreement shall be binding upon and inure to the benefit of both parties and their respective 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, provided, however, that the obligations of the Employee are personal and shall not be assigned by him.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.
AWARE, INC.
By:
Name: David K. Traverse
Title: Chief Financial Officer
EMPLOYEE
Name: Robert A. Eckel
Exhibit B
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 October 30, 2024 (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 and his 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:
Signed and sealed this 31st day of December, 2024.
Signed: __________________________
Name (print): Robert A. Eckel