Vislink Technologies, Inc 8-K, filed Jan 4, 2024
Vislink Technologies, Inc. (VISL)
About this 8-K
Vislink Technologies, Inc filed this 8-K on January 4, 2024.
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
Pursuant to Section 13 or 15(d)
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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).
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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. |
Appointment of Christopher K. DeSalvo as Chief Financial Officer and Operations Vice President
On January 4, 2024, Vislink Technologies, Inc. (the “Company”) announced the appointment of Christopher K. DeSalvo, 56, as Chief Financial Officer and Operations Vice President of the Company, effective as of January 4, 2024. Mr. DeSalvo is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. DeSalvo and any other persons pursuant to which he was selected as Chief Financial Officer and Operations Vice President. Paul Norridge will be transitioning from his role as Chief Financial Officer of the Company to take on the position of Vice President of Finance until March 31, 2024 where he will transition to an advisor to the Company as needed.
Pursuant to an offer letter (the “DeSalvo Offer Letter”), Mr. DeSalvo will receive an annual base salary of $275,000 per year, and a discretionary bonus opportunity of up to 50% to 100% of base salary upon attainment of target and maximum performance measures to be set by the board of directors or compensation committee of the Company in accordance with the terms of any annual cash bonus incentive plan maintained for the Company’s key executive officers.
As Mr. DeSalvo’s employment is on an “at-will” basis, the Company or Mr. DeSalvo may terminate the employment relationship at any time, with or without notice and with or without cause.
Pursuant to an inducement award agreement (the “Inducement RSU Award Agreement”), Mr. DeSalvo will receive an award of 60,664 restricted stock units under Nasdaq Listing Rule 5635(c)(4) outside of the Company’s existing equity compensation plans (the “Inducement RSUs”). 50% of the Inducement RSUs are time-based and will vest as to one-third of such time-based Inducement RSUs on each anniversary date over a period of three years. The balance of the Inducement RSUs is performance-based. The performance-based RSUs will vest in three equal tranches of shares upon the Company’s attainment of specified performance metrics to be set by the board of directors or compensation committee of the Company by March 31, 2024, provided that Mr. DeSalvo remains in continuous employment with the Company through the applicable vesting date. The issuance of the Inducement RSUs to Mr. DeSalvo will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D thereunder.
The foregoing descriptions of the DeSalvo Offer Letter and the Inducement RSU Award Agreement are incomplete and are qualified in their entirety by reference to the full text of the DeSalvo Offer Letter and Inducement RSU Award Agreement, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Mr. DeSalvo brings over 25 years of finance, risk management, and operations leadership experience, including as Senior Vice President of Shared Services at Wells Fargo & Company from 1995 to 2019 and Vice President of Service Excellence and Operations at Paychex from 2019-2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Offer Letter by and between the Company and Chris DeSalvo, dated as of January 4, 2024 | |
| 10.2 | Inducement RSU Award Agreement between the Company and Chris DeSalvo, dated as of January 4, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
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.
| VISLINK TECHNOLOGIES, INC. | ||
| Date: January 4, 2024 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
4 January 2024
Mr. Christopher K. DeSalvo
9 Laurel Spring Road
Okatie, South Carolina 29909
Dear Chris:
On behalf of Vislink Technologies, Inc. (“the Company” or “Vislink”), I am pleased to extend to you an offer of employment for the CFO/Operations Vice President position (the “Employment Offer”). Your knowledge, skills, and background are an excellent match for this position. I look forward to your contribution as we work together to grow our organization.
For the purpose of this letter, your first day of full-time employment at Vislink will be January 4, 2024, which will be considered your “Employment Start Date”. In the following pages, you will find details regarding your compensation and corporate benefits. Please review the letter and feel free to contact me if you have any questions.
Position and Compensation Summary
| Title | Chief Financial Officer and Operations Executive | |||
| Reports to | Mickey Miller, CEO | |||
| Annualized Salary | $275,000 | |||
| Discretionary Target Bonus | 50% of base salary at target; up to 100% if maximum performance goals at a predefined percentage above target are achieved (see “Discretionary Bonus” below). Bonuses shall be subject to the VISL Clawback Policy in accordance with its terms. | |||
| RSU Grant | Non-plan inducement grant of 2.5% of fully diluted shares: 50% time-based (3-year vesting schedule with 1/3 vesting on the 1st, 2nd and 3rd issuance anniversary dates) and 50% performance-based (targets will be set by the Board or Compensation Committee in its sole discretion by March 31, 2024), and which shall be subject to the VISL Clawback Policy in accordance with its terms. | |||
| Start Date | 4 January 2024 | |||
| Home Office | [●], with required travel to Vislink locations, including but not limited to: Mount Olive, New Jersey; San Diego, California; Colchester, Essex UK; and Alkmaar, NL. |
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2 January 2024
DeSalvo
Corporate Benefits Summary
| Benefits Eligibility | Eligible for participation on the first of the month after completion of thirty (30) days of employment. | |||
| 401k | Principal Financial. | |||
| Healthcare | United Healthcare, 75% employer paid. | |||
| Dental | Guardian, 50% employer paid. | |||
| Vision | 100% employer paid. | |||
| FSA/HSA | Account allocated to pay for many out-of-pocket medical expenses with tax-free dollars. | |||
| Life Insurance | 2x salary employer paid. | |||
| Long Term Disability | 100% employer paid. | |||
| Paid Time Off | 8 paid Company holidays PTO - 20 days coordinated with CEO. |
Additional Information
DISCRETIONARY BONUS
The Company will pay you an annual bonus (“Annual Bonus”) in accordance with the terms hereof and the terms of any annual cash bonus incentive plan maintained for the Company’s key executive officers, as amended from time to time (the “Cash Bonus Plan”) during the Term of Employment. You will not be eligible to receive an Annual Bonus for a Fiscal Year unless you remain in continuous employment with the Company through the date on which such Annual Bonus is paid. It is expected that during the first quarter of each Fiscal Year, the Compensation Committee, in consultation with the CEO, shall establish threshold and target performance goals for such Fiscal Year in accordance with the terms of the Cash Bonus Plan. If the target performance goals for a Fiscal Year are attained, the Annual Bonus for such Fiscal Year shall be not less than 50% of the Executive’s Base Salary, it being understood that the parties may agree to such other metrics if the maximum performance goals for a Fiscal Year are attained, which in no event shall exceed 100% of your Base Salary. At the conclusion of the Fiscal Year, the Compensation Committee will review your performance relative to the performance goals, and if the Compensation Committee determines in its discretion that you have earned an Annual Bonus for a Fiscal Year, the Company will pay the Annual Bonus to you on or before the next regularly scheduled payroll payment date following the release and related 10-K filing with the SEC of the Company’s annual earnings report for such Fiscal Year and filing of the Company’s Annual Report on Form 10-K with the SEC, but in no event later than the end of the third calendar month following the end of such Fiscal Year.
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2 January 2024
DeSalvo
CONFIDENTIAL INFORMATION AND NON-SOLICITATION AGREEMENT
All employees are required to abide by Vislink’s rules and policies, which include the Employee Confidential Information and Non-Solicitation Agreements. These agreements prohibit the unauthorized use or disclosure of Vislink’s proprietary and confidential information and the unauthorized disclosure or use of any third party’s proprietary and confidential information. In addition, as a condition of employment, you agree that you will not assist any person or organization in competing with Vislink, in preparing to compete with the Company, or in hiring any employees of Vislink.
Throughout the duration of your employment, you agree to disclose to Vislink any continuing outside working relationships with other customers or entities with whom you are working or will work (whether or not for compensation), as well as any potential conflicts of interest, sources of income or other business endeavors.
At-Will Employment
Your employment with Vislink will be “at will.” This means that either you or the Company may terminate your employment relationship at any time, with or without notice and with or without cause. By accepting this position, you confirm you understand and agree that this at-will relationship cannot be changed or retracted, either orally or in writing, or by any policy or conduct unless you receive a document expressly stating that your employment is no longer at-will.
Your employment relationship and any agreement pursuant to this offer letter shall to the fullest extent permitted by law be interpreted, construed, governed and enforced according to the laws of the State of New Jersey without regard to the application of choice of law rules.
Looking forward to working together!
Sincerely,
Kimberly Iadevaia
Human Resources
KI/lw
Attachment
OFFER LETTER ACCEPTANCE
I have read and accept the Employment Offer.
I CERTIFY that all information submitted by me to Vislink is true and complete. I understand that if any false information, omissions, or misrepresentations are discovered, my submission may be rejected, and if I am employed, my employment may be terminated at any time.
In consideration of my employment, I agree to comply with all Vislink’s rules, policies and regulations. I agree that my employment and compensation can be terminated, with or without cause, and with or without notice, at any time, at either my or the Company’s option.
I also understand and agree that the terms and conditions of my employment may be changed, with or without cause, and with or without notice at any time by the Company. I understand that no company representative, other than its Officers, and then only in writing and signed by an Officer, has any authority to enter into any agreement for employment for any specific period of time, or to make any agreement contrary to the foregoing.
I hereby give the Company my permission to contact former employers and references provided and to conduct a background check as usual company policy.
| /s/ Christopher K. DeSalvo | ||
| Name: | Christopher K. DeSalvo | |
| Date: | ||
Exhibit 10.2
VISLINK TECHNOLOGIES, INC.
TIME-BASED RESTRICTED STOCK UNITS AGREEMENT
(Employment Inducement Award)
Dated as of January 4, 2024
THIS RESTRICTED STOCK UNITS AGREEMENT is made by and between Vislink Technologies, Inc. (the “Company”) and Chris DeSalvo (the “Employee”).
WHEREAS, the Employee has entered into an at-will employment relationship with the Company pursuant to that certain offer letter dated, executed as of the date hereof by and between the Employee and the Company (the “Employment Agreement”); and
WHEREAS, in accordance with the terms of the Employment Agreement, the Committee desires to make an award of restricted stock units to the Employee as an “employment inducement award” (within the meaning of Nasdaq Listing Rule 5635(c)(4)).
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the parties agree as follows:
| 1. | The Restricted Stock Units Award. In accordance with the employment inducement award exception to the shareholder approval requirements of the Nasdaq Stock Market (the “Nasdaq”) set forth in Nasdaq Listing Rule 5635(c)(4), the Company hereby grants to the Employee 60,664 restricted stock units (the “Units”). It is understood that the grant of such Units is not made pursuant to the Company’s 2013 Long-Term Stock Incentive Plan (the “Plan”) or any other equity-based incentive plan of the Company or its Affiliates; provided, however, that, unless inconsistent with the express terms of this Agreement, this Agreement shall be construed, and the Units shall be administered, consistent with the provisions of the Plan, the terms of which are herein incorporated by reference. An Award shall be paid hereunder, only to the extent that such Award is Vested, as provided in this Agreement. The Employee’s rights to the Units are subject to the restrictions described in this Agreement and the Plan in addition to such other restrictions, if any, as may be imposed by law. |
| 2. | Definitions. The following definitions will apply for purposes of this Agreement. Capitalized terms not defined in the Agreement shall have the same meaning as in the Plan, including without limitation the following terms: “Affiliate”; “Cause”; “Change of Control”; “Fair Market Value”; and “Committee.” |
| (a) | “Agreement” means this Restricted Stock Units Agreement by and between the Company and the Employee. | |
| (b) | “Award” means the grant of Units in accordance with this Agreement. | |
| (c) | “Common Stock” means the common stock of the Company, $0.00001 par value. | |
| (d) | “Company Group” means the Company together with its Affiliates. |
| (e) | “Grant Date” means January 4, 2024. | |
| (f) | “Payment Date” means, as to Vested Units, within 30 days of the date on which the Units become Vested; provided that notwithstanding anything to the contrary in this Agreement or the Plan, if the Payment Date would occur within any “black-out period” consistent with the Company’s Employee Handbook or “insider trading” policy applicable to the Employee, then, upon the written election of the Employee received by the Chief Executive Officer of the Company prior to such Payment Date for such Vested Units, the shares of Common Stock to be issued in settlement of such Vested Units may be issued on the first business day following the expiration of such “black-out period” but not later than March 15 of the calendar year following the calendar year in which the Vested Units become fully vested or December 31 of the calendar year in which the deferred Vested Units otherwise settle and such date shall be deemed to be the applicable Payment Date in respect of such Vested Units. | |
| (g) | “Unit” means a notional unit which is equivalent to a single share of Common Stock on the Grant Date, subject to Section 7(a). | |
| (h) | “Vested” means that portion of the Award to which the Employee has a nonforfeitable right. | |
| (i) | “Vesting Dates” means the dates of vesting of the Awards pursuant to Section 3 of this Agreement. |
| 3. | Vesting. Subject to Sections 5 and 6 below, the Award shall become Vested based on the schedule as outlined in Annex A. |
| 4. | Payment of Award. Subject to Section 7(d) below, on the Payment Date, the Company shall issue to the Employee that number of shares of Common Stock as equals that number of Units which have become Vested. |
| 5. | Termination of Employment. |
| (a) | Resignation or Termination by the Company. If the Employee ceases to be employed by the Company Group prior to a Vesting Date as a result of resignation, dismissal or any other reason, then the portion of the Award that has not previously Vested shall be forfeited automatically. | |
| (b) | Meaning of termination of employment. If the Company or a member of the Company Group provides Employee a written notice of termination of employment but the termination of employment is not effective for a period of more than thirty (30) days due to applicable law or contractual arrangements between a member of the Company Group and the Employee, for the purposes of this Award, including without limitation Section 5(a) hereof, the Employee’s employment shall be deemed terminated and the Employee shall be deemed ceased to be employed by the Company Group on the date that is thirty (30) days from the date of such notice instead of the actual date of termination. |
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| 6. | Dividends. On each date on which dividends are paid by the Company, the Employee shall be credited with that number of additional Units (including fractional Units) as is equal to the amount of the dividend that would have been paid on the Units then credited to the Employee under this Agreement (which shall not include any Vested Units following the Payment Date in respect of such Vested Units) had they been held in Common Stock on such date divided by the Fair Market Value of a share of Common Stock on such date. |
| 7. | Miscellaneous. |
| (a) | Adjustments Based on Certain Changes in the Common Stock. In the event of any stock split, reverse stock split, stock dividend, recapitalization or similar change affecting the Common Stock, the Award shall be equitably adjusted. | |
| (b) | No Voting Rights. The Award shall not be interpreted to bestow upon the Employee any equity interest or ownership in the Company or any Affiliate prior to the applicable Payment Date, and then only with respect to the shares of Common Stock issued on such Payment Date. | |
| (c) | No Assignment. No right or benefit or payment under the Award shall be subject to assignment or other transfer nor shall it be liable or subject in any manner to attachment, garnishment or execution. | |
| (d) | Withholding. The Employee is responsible for payment of any taxes required by law to be withheld by the Company with respect to an Award. To facilitate that payment, the Company will, to the extent permitted by law, retain from the number of shares of Common Stock issued to the Employee on the Payment Date that number of shares necessary for payment of the minimum tax withholding amount, valued at their Fair Market Value on the business day most immediately preceding the date of retention. To the extent the Company’s withholding obligation cannot be satisfied by means of share withholding, the Company may, to the extent permitted by law, deduct any such tax obligation from any payment of any kind due to the Employee. | |
| (e) | Employment Rights. This Agreement shall not create any right of the Employee to continued employment with the Company or its Affiliates or limit the right of Company or its Affiliates to terminate the Employee’s employment at any time and shall not create any right of the Employee to employment with the Company or any of its Affiliates. Except to the extent required by applicable law that cannot be waived, the loss of the Award shall not constitute an element of damages in the event of termination of the Employee’s employment even if the termination is determined to be in violation of an obligation of the Company or its Affiliates to the Employee by contract or otherwise. | |
| (f) | Unfunded Status. The obligations of the Company hereunder shall be contractual only. The Employee shall rely solely on the unsecured promise of the Company and nothing herein shall be construed to give the Employee or any other person or persons any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or any Affiliate. |
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| (g) | Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. | |
| (h) | Governing Law. This Agreement and all actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. | |
| (i) | 409A. The Award shall be construed and administered consistent with the intent that it be at all times in compliance with, or exempt from, the requirements of Section 409A of the Internal Revenue Code and the regulations thereunder. | |
| (j) | Amendment. This Agreement may be amended only by mutual written agreement of the parties. | |
| (k) | The Award shall in all respects be subject to the Company’s Clawback Policy as in effect from time to time. |
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IN WITNESS WHEREOF, the undersigned have executed this Restricted Stock Units Agreement as of the date first written above.
| VISLINK TECHNOLOGIES, INC. | ||
| By: | /s/ Carleton Miller | |
| Name: | Carleton Miller | |
| Title: | CEO | |
| EMPLOYEE | ||
| By: | /s/ Chris DeSalvo | |
| Chris DeSalvo | ||
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Annex A
An inducement grant of 60,664 RSUs with 50% of that total time-based and 50% performance-based, vesting in three tranches.
Time-Based RSUs: One-third (1/3) of the time-based RSUs (in total 30,332) shall vest on January 4, 2025, another one-third (1/3) shall vest on January 4, 2026, the final one-third (1/3) shall vest on January 4, 2027, provided that the Grantee remains in continuous employment with the Company on each applicable vesting date.
Performance-Based RSUs: Subject to adjustment as set forth below, 30,332 RSUs will vest in three (3) equal tranches upon attainment of the targets set by the Board or Compensation Committee in its sole discretion by 31 March 2024. In order for each such tranche of RSUs to vest, the Grantee must have remained in continuous employment with the Company on each applicable vesting date.
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