Intrusion Inc 8-K, filed Mar 31, 2023
Intrusion Inc (INTZ)
About this 8-K
Intrusion Inc filed this 8-K on March 31, 2023, reporting on events of March 14, 2023.
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
CURRENT REPORT
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2023, the Board of Directors (the “Board”) of Intrusion Inc. (the “Company”) approved an amendment to the Executive Employment Agreement between the Company and Mr. Anthony Scott, the Company’s President and Chief Executive Officer, which was previously attached as an exhibit to an 8-K filing dated, November 11, 2021. The amendment, a copy of which is attached as an exhibit to this filing, effected a change to Mr. Scott’s compensation package (the “Amendment”). The Amendment provided for a temporary reduction of Mr. Scott’s annualized base salary in the amount of $106,250 during the period beginning March 24, 2023, to September 22, 2023, and granted an award of options to purchase 131,715 shares of Common Stock of Intrusion, Inc., as indicated in Mr. Scott’s Form 4 Filing, dated March 27, 2023. The options vest one-year from the date of the award and state an exercise price of $1.21 per share.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | First Amendment of Executive Employment Agreement, dated March 27, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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, hereunto duly authorized.
| INTRUSION INC. | ||
| Dated: March 31, 2023 | By: | /s/ Kimberley Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
| 3 |
Exhibit 99.1
FIRST AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement to Amend (“First Amendment”), made, entered into and effective as of the 27th day of March, 2023 (the “Effective Date”), by and between Intrusion Inc., a Delaware corporation (the “Company” or “Intrusion”), and Anthony Scott (“Executive”), is an amendment to that Executive Employment Agreement certain between the Company and Executive made and effective as of December 1, 2021, as amended from time to time (“Agreement”).
WHEREAS, the parties desire to amend the Agreement to allow a temporary reduction of Scott’s annualized base salary in the amount of $106,250 in exchange for options to purchase 131,715 shares of Common Stock of Intrusion, Inc., subject to the terms and conditions of the applicable Award Agreement to be issued under the Intrusion Inc. 2021 Omnibus Incentive Plan, as amended from time to time.
NOW, THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, effective March 27, 2023, the parties agree as follows:
1. Section 3 of the Agreement is deleted in its entirety and replaced with the following paragraph:
“Compensation. For the services, Executive will receive an annualized base salary of $425,000.00 (gross, less applicable legally required withholdings and such other deductions as Executive voluntarily authorizes in writing), payable on the Company’s regular pay dates and prorated for partial years of employment, if any (“Base Salary”). The Base Salary shall be reviewed annually, such review first occurring at the expiration of the first year of the initial term of this Agreement and continuing annually thereafter as long as this Agreement is in effect. Notwithstanding anything contained herein to the contrary, during the period beginning March 24, 2023, up to, but not including, September 22, 2023, Scott’s annualized Base Salary shall be reduced by an amount equal to fifty-percent (50%) of the Base Salary in effect as of the Effective Date in exchange for an award of options to purchase 131,715 shares of Common Stock of Intrusion, Inc., subject to Approval of the Compensation Committee and the terms and conditions of the applicable Award Agreement issued pursuant to the Intrusion Inc. 2021 Omnibus Incentive Plan, as amended from time to time, and subject to its terms and conditions.
2. Except as modified by this First Amendment, the Agreement shall continue to regulate and define the rights and obligations of the parties to the Agreement, and they agree to be bound by the Agreement, as amended by this First Amendment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| Executive: | ||
| Anthony Scott | ||
| Dated: ____________________________________ | ||
| Acknowledged and Agreed by the Company: | ||
| Intrusion, Inc. | ||
| By: Anthony LeVecchio | ||
| Title Chairman | ||
| Dated:_______________________________________ |