UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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.
Relland M. Winand has notified the Board of Directors of Innovative Solutions and Support, Inc. (the “Company”) of his intention to retire as Chief Financial Officer of the Company. Mr. Winand’s intention to retire is not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operation, policies, or practices of the Company.
On May 18, 2022, the Company entered into a retention agreement with Mr. Winand. The retention agreement is intended to encourage Mr. Winand’s continued service to the Company during the pendency of a search for the Company’s next Chief Financial Officer and was approved by the Compensation Committee of the Company’s Board of Directors.
The agreement provides for a retention bonus that is scheduled to vest and become payable upon the earlier of (i) the Company successfully hiring its next Chief Financial Officer and (ii) December 30, 2022, subject to Mr. Winand’s continuous employment with the Company through the vesting date. The amount of the retention bonus is $100,000. In the event Mr. Winand’s employment is terminated for any reason prior to the vesting date, Mr. Winand will automatically forfeit the retention bonus.
The foregoing description of the retention agreement with Mr. Winand does not purport to be complete and is qualified in its entirety by reference to the full text of the retention agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit 10.1 | Retention Agreement, dated May 18, 2022, between Relland M. Winand and Innovative Solutions and Support, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| INNOVATIVE SOLUTIONS AND SUPPORT, INC. | ||
| Date: May 18, 2022 | By: | /s/ Relland M. Winand |
| Relland M. Winand | ||
| Chief Financial Officer | ||
Exhibit 10.1
May 18, 2022
To: Relland Winand
Re: Stay Bonus
Dear Relland,
You have given Innovative Solutions and Support, Inc. (“IS&S”) notice of your intention to terminate your employment. IS&S and you have agreed that your employment will continue until IS&S hires a new CFO, and you transition your responsibilities to him/her, or until December 30, 2022, whichever occurs first (“Retirement Date”).
In recognition of your willingness to continue your employment until your Retirement Date, IS&S will pay you a cash lump sum in the amount of $100,000 (“Stay Bonus”) as soon as practicable following your Retirement Date. The Stay Bonus will be subject to all applicable federal, state and local withholding obligations and taxes. Additionally, IS&S will provide you company-paid medical coverage for an additional month following your Retirement Date, (i.e., if you retire in August, IS&S will pay your medical coverage through the end of September).
In the event your employment is terminated for any reason prior to your Retirement Date, no Stay Bonus will be paid to you.
This letter agreement is not a contract of employment and does not alter your “at-will” employment status. This letter agreement constitutes the entire agreement between you and IS&S with respect to the subject matter described herein and supersedes all prior agreements, understandings and arrangements, both oral and written, between you and IS&S with respect to such subject matter.
This letter agreement shall be governed, interpreted and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its rules governing conflicts of laws.
If the preceding is acceptable to you, please acknowledge and agree by signing where indicated below and returning this letter agreement to me.
We appreciate you agreeing to continue your employment while we search for your replacement and your assistance in transitioning your responsibilities and duties.
720 Pennsylvania Drive Exton, PA 19341
Should you have any questions please let me know.
Regards,
| /s/ Shahram Askarpour | |
| Shahram Askarpour | |
| CEO | |
| ACKNOWLEDGED AND AGREED: | |
| /s/ Relland Winand | |
| Relland Winand | |
| Date: May 18, 2022 |
720 Pennsylvania Drive Exton, PA 19341