Delaware
|
04-2621506
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large Accelerated Filer ☐
|
Accelerated Filer ☐
|
Non-accelerated Filer ☐
|
Smaller Reporting Company ☒
|
Emerging Growth Company ☐
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age |
Principal Occupation
|
Director
Since
|
|||
David Aronoff(1),(2),(4)
|
57
|
General Partner of Flybridge Capital Partners, Board Member of Draper Laboratories and BetterCloud
|
2020
|
|||
Dan Artusi(3)
|
|
66
|
|
Board member of MaxLinear, VislC-Tech, and GenXComm
|
|
2020
|
Graham Chynoweth
|
|
42
|
|
Chief Executive Officer and Director of the Company
|
|
2020
|
Philip Frank(1)
|
|
50
|
|
President, Chief Executive Officer, and Director of VUI, Inc.
|
|
2015
|
Elizabeth Hitchcock(4)
|
|
42
|
|
Principal at Orbit group and Board Member of St. Mary’s Bank
|
|
2020
|
Jeremy Hitchcock(4)
|
|
39
|
|
Executive Chairman of the Board of Directors of the Company
|
|
2020
|
Joshua Horowitz(1),(3)
|
|
43
|
|
Portfolio Manager at Palm Management (US) LLC
|
|
2020
|
Sandra Howe(2),(3)
|
|
48
|
|
Technology Executive, previously with ARRIS, Cisco, and Technetix
|
|
2020
|
(1) |
Members of the Audit Committee. Chair: Philip Frank.
|
(2) |
Members of the Compensation Committee. Chair: David Aronoff.
|
(3) |
Members of the Nominating and Corporate Governance Committee. Chair: Joshua Horowitz.
|
(4) |
Members of the Cybersecurity and Privacy Committee. Chair: Elizabeth Hitchcock.
|
Name
|
|
Age
|
|
Position with the Company
|
Sean Doherty
|
|
39
|
|
Chief Financial Officer
|
Nicole Zheng
|
|
36
|
|
Chief Marketing Officer
|
John Lauten
|
|
54
|
|
Chief Operating Officer
|
Item 11. |
EXECUTIVE COMPENSATION
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus(1)
($)
|
Option
Awards(2)
($)
|
All Other
Compensation(3)
($)
|
Total
($)
|
||||||||||||||||||
Graham Chynoweth,
Chief Executive Officer
|
2020 |
$
|
15,385
|
—
|
—
|
—
|
$
|
15,385
|
||||||||||||||||
2019 |
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||
Nicole Zheng,
Chief Marketing Officer
|
2020 |
$
|
12,308
|
—
|
—
|
—
|
$
|
12,308
|
||||||||||||||||
2019 |
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||
John Lauten,
Chief Operating Officer
|
2020 |
$
|
195,000
|
$
|
54,125
|
—
|
$
|
15,192
|
$
|
264,317
|
||||||||||||||
2019 |
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||
Jeremy Hitchcock,
Executive Chairman of the Board of Directors principal executive officer
|
2020 |
—
|
—
|
$
|
14,425
|
—
|
$
|
14,425
|
||||||||||||||||
2019
|
—
|
—
|
$
|
18,257
|
—
|
$
|
18,257
|
|||||||||||||||||
Frank B. Manning,(4)
Retired Chairman of the Board of Directors, Chief Executive Officer and Acting Chief Financial Officer
|
2020
|
$
|
12,430
|
—
|
—
|
$
|
79,833
|
$
|
92,263
|
|||||||||||||||
2019
|
$
|
134,244
|
—
|
$
|
67,463
|
$
|
350
|
$
|
202,057
|
|||||||||||||||
Joseph L. Wytanis,(5)
former President and Chief Executive Officer
|
2020
|
$
|
78,254
|
$
|
77,011
|
—
|
$
|
137,643
|
$
|
292,908
|
||||||||||||||
2019
|
$
|
207,708
|
$
|
60,000
|
—
|
$
|
107,538
|
$
|
375,246
|
|||||||||||||||
Jacqueline Barry Hamilton,
former Chief Financial Officer
|
2020
|
$
|
159,627
|
$
|
32,375
|
$
|
38,617
|
$
|
104,178
|
$
|
334,797
|
|||||||||||||
2019
|
—
|
—
|
—
|
—
|
—
|
(1)
|
The amounts in this column represent bonus payments granted in the applicable fiscal year.
|
(2)
|
The amounts included in the “Option Awards” column reflect the aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718, pursuant to the 2009 Stock Option Plan and 2019 Stock Option Plan. Assumptions
used in the calculations of these amounts are included in Note 11 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These options are incentive stock options issued under the
2009 Stock Option Plan or 2019 Stock Option Plan and represent the right to purchase shares of Common Stock at a fixed price per share (the grant date fair market value of the shares of Common Stock underlying the options).
|
(3)
|
The amounts included in the “All Other Compensation” column consists of: (a) for Mr. Lauten in 2020, a taxable housing allowance of $15,192; (b) for Mr. Manning in 2020, severance compensation of $52,206 and vacation pay of
$27,627, and in 2019, the Company’s contribution to a 401(k) plan of $350; (c) for Mr. Wytanis in 2020, severance compensation of $105,000, vacation pay of $16,735, and a taxable housing allowance of $15,908, and in 2019, a taxable
housing allowance of $107,538; and (d) for Ms. Barry Hamilton in 2020, severance compensation of $92,500 and vacation pay of $11,678.
|
(4)
|
Mr. Manning retired from his role as Chairman of the Board of Directors, Chief Executive Officer of the Company and Acting Chief Financial Officer of the Company
effective as of February 1, 2020.
|
(5)
|
Mr. Wytanis resigned from the Company effective as of May 8, 2020.
|
|
Number of Securities
Underlying Unexercised Options
|
Equity Incentive Plan
Awards Number of
Securities Underlying
Unexercised Unvested
Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
||||||||||||||||
Name
|
Exercisable
Options
|
Unexercisable
Options(2)
|
||||||||||||||||||
Graham Chynoweth
|
20,384
|
|
2,547
|
2,547
|
$
|
0.55
|
03/31/2025
|
|||||||||||||
48,063
|
—
|
—
|
$
|
0.57
|
08/25/2025
|
|||||||||||||||
Nicole Zheng
|
7,337
|
—
|
—
|
$
|
0.55
|
03/31/2025
|
||||||||||||||
—
|
|
40,503 |
40,503
|
$
|
0.57
|
08/25/2025
|
||||||||||||||
53,334
|
—
|
—
|
$
|
3.44
|
2/4/2026
|
|||||||||||||||
John Lauten
|
40,000
|
|
25,000 |
25,000
|
$
|
1.00
|
11/12/2022
|
|||||||||||||
Jeremy Hitchcock
|
30,000
|
—
|
—
|
$
|
0.88
|
5/30/2022
|
||||||||||||||
7,500
|
—
|
—
|
$
|
0.97
|
7/10/2022
|
|||||||||||||||
7,500
|
—
|
—
|
$
|
1.15
|
1/10/2023
|
|||||||||||||||
7,500
|
—
|
—
|
$
|
2.03
|
7/10/2023
|
|||||||||||||||
Frank B. Manning
|
—
|
—
|
—
|
$
|
—
|
—
|
||||||||||||||
Joseph L. Wytanis
|
—
|
—
|
—
|
$
|
—
|
—
|
||||||||||||||
Jacqueline Barry Hamilton(1)
|
71,721
|
—
|
—
|
$
|
1.00
|
3/11/2023
|
(1)
|
Upon her departure, effective December 31, 2020, all of the options held by Ms. Barry Hamilton became fully vested.
|
(2)
|
The Unexercisable Options for Mr. Chynoweth and Ms. Zheng were converted from their respective Minim, Inc. options into options to purchase Company Common Stock in connection
with the Company’s merger with Minim, Inc.
|
Name
|
Fees Earned or
Paid in Cash
|
Option
Awards(1)(2)(3)(4)
|
All Other
Compensation
|
Total
|
||||||||||||
David Allen*
|
$
|
8,340
|
$
|
28,652
|
—
|
$
|
36,992
|
|||||||||
David Aronoff
|
$
|
500
|
—
|
—
|
$
|
500
|
||||||||||
Dan Artusi
|
$
|
500
|
—
|
—
|
$
|
500
|
||||||||||
Joseph J. Donovan*
|
$
|
1,500
|
$
|
14,425
|
—
|
$
|
15,925
|
|||||||||
Philip Frank
|
$
|
7,950
|
$
|
14,425
|
—
|
$
|
22,375
|
|||||||||
Jeremy Hitchcock
|
$
|
1,500
|
$
|
14,425
|
—
|
$
|
15,925
|
|||||||||
Elizabeth Hitchcock
|
$
|
500
|
—
|
—
|
$
|
500
|
||||||||||
Joshua Horowitz
|
$
|
7,140
|
$
|
28,652
|
—
|
$
|
35,792
|
|||||||||
Sandra Howe
|
$
|
500
|
—
|
—
|
$
|
500
|
||||||||||
Peter R. Kramer*
|
$
|
1,500
|
$
|
14,425
|
—
|
$
|
15,925
|
|||||||||
Jonathan Seelig*
|
$
|
1,000
|
$
|
4,874
|
—
|
$
|
5,874
|
|||||||||
Peter Sykes*
|
$
|
1,833
|
$
|
14,425
|
—
|
$
|
16,258
|
(1) |
The amounts included in the “Option Awards” column reflect the aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718, pursuant to the 2009 Directors Stock Option Plan
and 2019 Directors Stock Option Plan. Assumptions used in the calculations of these amounts are included in Note 11 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These
options are non-qualified stock options issued under the 2009 Directors Stock Option Plan or 2019 Directors Stock Option Plan and represent the right to purchase shares of Common Stock at a fixed price per share (the grant date fair
market value of the shares of Common Stock underlying the options).
|
(2) |
As of December 31, 2020, each non-employee director held the following aggregate number of shares under outstanding stock options:
|
Name
|
Number of Shares
Underlying Outstanding
Stock Options*
|
|||
David Allen*
|
18,500
|
|||
David Aronoff
|
—
|
|||
Dan Artusi
|
19,225
|
|||
Joseph J. Donovan*
|
—
|
|||
Philip Frank
|
60,000
|
|||
Elizabeth Hitchcock
|
—
|
|||
Jeremy Hitchcock
|
52,500
|
|||
Joshua Horowitz
|
22,500
|
|||
Sandra Howe
|
—
|
|||
Peter R. Kramer*
|
—
|
|||
Frank B Manning*
|
—
|
|||
Jonathan Seelig*
|
—
|
|||
Peter Sykes*
|
60,000
|
(3) |
As of December 31, 2020, the number of shares underlying stock options granted to each non-employee director in 2020 and the grant date fair market value of such stock options was:
|
Name
|
Grant
Date
|
Number of
Shares
underlying
Stock Options
Grants in 2019
|
Grant Date
Fair Value of
Stock Option
Grants in 2019
|
|||||||||
David Allen*
|
07/10/2020
|
7,500
|
$
|
9,551
|
||||||||
07/10/2020
|
15,000
|
$
|
19,101
|
|||||||||
David Aronoff
|
—
|
—
|
—
|
|||||||||
Dan Artusi
|
—
|
—
|
—
|
|||||||||
Joseph J. Donovan*
|
01/10/2020
|
7,500
|
$
|
4,874
|
||||||||
07/10/2020
|
7,500
|
$
|
9,551
|
|||||||||
Philip Frank
|
01/10/2020
|
7,500
|
$
|
4,874
|
||||||||
07/10/2020
|
7,500
|
$
|
9,551
|
|||||||||
Elizabeth Hitchcock
|
—
|
—
|
—
|
|||||||||
Jeremy Hitchcock(4)
|
01/10/2020
|
|
7,500
|
$
|
4,874
|
|||||||
07/10/2020
|
7,500
|
$
|
9,551
|
|||||||||
Joshua Horowitz
|
07/10/2020
|
7,500
|
$
|
9,551
|
||||||||
07/10/2020
|
15,000
|
$
|
19,101
|
|||||||||
Sandra Howe
|
—
|
—
|
—
|
|||||||||
Peter R. Kramer*
|
01/10/2020
|
7,500
|
$
|
4,874
|
||||||||
07/10/2020
|
7,500
|
$
|
9,551
|
|||||||||
Frank B Manning*
|
07/10/2020
|
7,500
|
$
|
9,551
|
||||||||
Jonathan Seelig(4)*
|
01/10/2020
|
7,500
|
$
|
4,874
|
||||||||
Peter Sykes*
|
01/10/2020
|
7,500
|
$
|
4,874
|
||||||||
07/10/2020
|
7,500
|
$
|
9,551
|
(4) |
The Company closed on a $5 million private placement and issued an aggregate of 4,545,455 shares on May 3, 2019 and Mr. Hitchcock and Mr. Seelig joined the Board; upon joining the Board, Mr. Hitchcock
and Mr. Seelig each received a grant of 30,000 stock options. See the description of the private placement in the “Certain Relationships and Related Transactions” section in this Form 10-K/A.
|
* |
Denotes former directors who left the Board of Directors of the Company before December 31, 2020.
|
Name
|
Exercised
Options
|
|||
David Allen*
|
4,000
|
|||
David Aronoff
|
—
|
|||
Dan Artusi
|
—
|
|||
Joseph J. Donovan*
|
75,000
|
|||
Philip Frank
|
30,000
|
|||
Elizabeth Hitchcock
|
—
|
|||
Jeremy Hitchcock
|
—
|
|||
Joshua Horowitz
|
—
|
|||
Sandra Howe
|
—
|
|||
Peter R. Kramer*
|
75,000
|
|||
Frank B Manning*
|
282,500
|
|||
Jonathan Seelig*
|
—
|
|||
Peter Sykes*
|
—
|
*
|
Denotes former directors who left the Board of Directors of the Company before December 31, 2020.
|
Name
|
Exercised
Options
|
|||
Graham Chynoweth
|
—
|
|||
Nicole Zheng
|
—
|
|||
John Lauten
|
—
|
|||
Frank B. Manning
|
—
|
|||
Joseph L. Wytanis
|
100,000
|
|||
Jacqueline Barry Hamilton
|
18,279
|
Name and Address of Beneficial Owner(1)
|
Amount and Nature of
Beneficial Ownership
|
% of Common Stock
Outstanding
|
||||||
5% or Greater Stockholders:
|
||||||||
|
||||||||
Zulu Holdings LLC(2)
848 Elm Street, 2nd Floor
Manchester, NH 03101
|
15,696,184
|
44.4
|
||||||
|
||||||||
Directors and Named Executive Officers:
|
||||||||
David Aronoff(3)
|
1,590,987
|
4.5
|
||||||
Daniel Artusi
|
19,225
|
*
|
||||||
Graham Chynoweth
|
990,726
|
2.8
|
||||||
Philip Frank
|
90,000
|
*
|
||||||
Elizabeth Hitchcock(4)
|
17,819,529
|
50.3
|
||||||
Jeremy Hitchcock(4)
|
17,819,529
|
50.3
|
||||||
Sandra Howe
|
—
|
—
|
||||||
Joshua Horowitz(5)
|
1,236,426
|
3.5
|
||||||
Nicole Zheng
|
275,857
|
*
|
||||||
John Lauten(6)
|
60,000
|
*
|
||||||
Frank B. Manning(7)
|
—
|
—
|
||||||
Joseph L. Wytanis(8)
|
150,910
|
*
|
||||||
Jacqueline Barry Hamilton
|
71,721
|
*
|
||||||
|
||||||||
All current directors and executive officers as a group (11 persons)(9)
|
22,082,750
|
61.9
|
* |
Less than one percent of shares outstanding.
|
(1) |
Unless otherwise noted: (i) each person identified possesses sole voting and investment power over the shares listed; and (ii) the address of each person identified is c/o Zoom Telephonics, Inc., 848 Elm
Street, New Hampshire, 03101.
|
(2) |
Information is based on a Schedule 13D/A filed as of December 8, 2020, by Jeremy Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), HCP and Zulu. The 15,696,184 shares are held of record by
Zulu. HCP may be deemed the beneficial owner of the shares as a beneficial owner of the Common Stock held by Zulu through its ownership of Zulu. As the manager of Zulu, Orbit may be deemed the beneficial owner of the Common Stock held
by Zulu. As the co-managers of Orbit and HCP, each of Mr. and Ms. Hitchcock may be deemed the beneficial owner of the Common Stock held by Zulu.
|
(3) |
Consists of shares of Common Stock held by Flybridge Capital Partners, of which Mr. Aronoff is a General Partner.
|
(4) |
Mr. and Ms. Hitchcock may be deemed to share beneficial ownership of all shares of the Company owned by either of them or investment vehicles, including Zulu, owned by either of them. Includes 52,500
shares that Mr. Hitchcock has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after April 5, 2021.
|
(5) |
Consists of shares of Common Stock held by Palm Global Small Cap Master Fund LP (“Palm Global”). Mr. Horowitz is a Portfolio Manager with Palm Management (US) LLC, which provides investment management
services to Palm Global.
|
(6) |
Includes 45,000 shares that Mr. Lauten has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 5, 2021.
|
(7) |
Mr. Manning retired from his role as Chairman of the Board of Directors, Chief Executive Officer and Acting Chief Financial Officer of the Company effective as of February 1, 2020.
|
(8) |
Mr. Wytanis resigned from the Company effective as of May 8, 2020.
|
(9) |
Includes an aggregate of 335,327 shares that the current directors and executive officers have the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 5,
2021.
|
|
• |
an agreement by Frank B. Manning, Peter R. Kramer and Joseph Donovan to resign from the Company’s Board of Directors and any other position they hold with the Company, effective as of the closing of the
purchase of the shares;
|
|
• |
an agreement by each of the sellers, for a period of two years from the closing of the purchase of the shares (or, if earlier, Zulu’s failure to make timely payments for the shares), not to, without the
prior written consent of Zulu: (a) acquire in any manner any securities of the Company (other than by exercise of stock options held by the sellers); (b) solicit proxies or seek to influence any person or entity regarding the voting of
any securities of the Company; (c) publicly announce or propose any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its securities or material assets; (d)
form, join or in any way participate in a group in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company; (f) take any action that could
reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the foregoing events; or (g) publicly request Zulu to amend or waive any of the foregoing restrictions;
|
|
• |
mutual non-disparagement undertakings by the sellers, Zulu and Mr. Hitchcock, for a period of three years from the closing of the purchase of the shares (or, in the case of the Sellers’ obligations, if
earlier, Zulu’s failure to make timely payments for the shares); and
|
|
• |
mutual general releases by the Sellers of Zulu and Mr. Hitchcock, and by Zulu and Mr. Hitchcock of the Sellers.
|
|
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average exercise price of outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under equity compensation plans (excluding securities reflected
in first reporting column)
|
|||||||||
Equity compensation plans approved by security holders
|
3,098,163
|
$
|
1.16
|
2,122,091
|
||||||||
Equity compensation plans not approved by securities holders
|
—
|
—
|
—
|
|||||||||
Total
|
3,098,163
|
$
|
1.16
|
2,122,091
|
FEE CATEGORY
|
2020
|
2019
|
||||||
Audit fees(1)
|
$
|
267,995
|
$
|
187,200
|
||||
Audit-related fees(2)
|
22,800
|
10,000
|
||||||
Total fees
|
$
|
290,795
|
$
|
197,200
|
(1) |
Audit Fees. Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim
consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory filings and engagements.
|
(2) |
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the
Company’s consolidated financial statements and are not reported under “Audit Fees.” For 2020, fees are related to registering securities for Zoom's stock option plans and a private placement. For 2019, fees are related to a private
placement.
|
Exhibit No.
|
Description
|
Assignment and Amendment of Employment Agreement dated December 4, 2020 among Graham Chynoweth, the Company and Minim, Inc.
|
|
Employment Agreement dated as of May 22, 2019 between Minim, Inc. and Graham Chynoweth
|
|
Employment Agreement dated as of December 4, 2020 between the Company and Sean Doherty
|
|
Employment Agreement dated as of December 4, 2020 between the Company and Nicole Zheng
|
Certification of Chief Executive Officer of Zoom Telephonics, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Financial Officer of Zoom Telephonics, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
ZOOM TELEPHONICS, INC.
|
|||
Date: April 29, 2021
|
By:
|
/s/ Graham Chynoweth
|
|
Graham Chynoweth
Chief Executive Officer (Principal Executive Officer)
|
|||
Date: April 29, 2021
|
By:
|
/s/ Sean Doherty
|
|
Sean Doherty
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
1. |
The Employee’s Employment Agreement with Minim dated May 22, 2019 (the “Employment Agreement”) is hereby assigned to, and assumed by the Company, subject to the terms and conditions
set forth herein.
|
|
2. |
The assignment and amendment of the Agreement is made pursuant to the provisions of Sections 10 and 16 of the Employment Agreement and satisfies and complies with the terms and
conditions of such provisions.
|
|
3. |
Zoom hereby assumes all obligations of the “Company” set forth in the Employment Agreement, subject to the terms and conditions set forth herein. The use of the term “Company” in
the Employment Agreement shall hereinafter refer to Zoom.
|
|
4. |
The Employee consents to this assignment of the Employment Agreement and agrees that all of the Employee’s obligations and covenants set forth in the Employment Agreement remain
valid and binding.
|
|
5. |
Section 3(b) of the Employment Agreement is deleted in its entirety and is replaced with “Reserved.”
|
|
6. |
The phrase “twelve months” in the first sentence of Section 5(g) of the Employment Agreement is deleted and replaced with “six months”.
|
|
7. |
This Agreement may be executed in one or more counterparts, none of which need to contain the signature of more than one party, each of which will be deemed to be an original, and
all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the Parties shall be deemed to constitute original signatures, and facsimile or PDF copies of this Agreement shall be deemed to
constitute duplicate originals.
|
GRAHAM CHYNOWETH | MINIM, INC. | ZOOM TELEPHONICS, INC. | |||
|
|
|
|||
/s/ Graham Chynometh
|
Sean Doherty
|
Sara Bishop | |||
Graham Chynoweth
|
|
|
|||
SVP, Finance | Head of Talent and Culture | ||||
12/4/2020 | December 4, 2020 |
December 4,2020
|
|||
Date |
Date
|
Date
|
|
1. |
10X Venture Partners
|
|
2. |
Mill Works Fund
|
|
3. |
Primary Bank
|
|
4. |
U.S. Naval Reserves(application pending)
|
|
(i) |
dishonest or disparaging statements or
acts of the Employee pertaining to the Company, which such statements or acts are not cured. if curable, within ten (10) days following written notice from the Company;
|
|
(ii) |
commission by the Employee of any acts involving moral turpitude. deceit, dishonesty relating to the Company, or fraud or commission by the Employee of a felony ;
|
|
(iii) |
the Employee's refusal to perform the Employee's duties and responsibilities hereunder and such refusal shall have continued for a period of ten (10) days following written notice from the Company, it being understood that the Company's failure to achieve its business plan or projections shall not itself be considered a failure or refusal to perform duties;
|
|
(iv) |
material violation by the Employee of any
Company policy, which causes, or reasonably could cause, material harm to the Company and which such violation is not cured, if curable, with in ten (10) days following written notice from the Company;
|
|
(v) |
gross negligence or willful misconduct of the Employee with respect to
the Company or any subsidiary or affiliate thereof; or
|
|
(vi) |
material breach of the Employee of any of the Employee's obligations hereunder, which such breach is not cured, if curable. within ten (10) days following written notice from the Company.
|
|
(i) |
A material diminution in the Employee's base compensation;
|
|
(ii) |
A material diminution in the Employee's authority, duties, or responsibilities;
|
|
(iii) |
A change in the geographic location at
which the Employee must perform services hereunder of more than twenty (25) miles; or
|
|
(iv) |
Any other action or inaction that constitutes a material breach by the Company of this Agreement.
|
|
7. |
Proprietary Information. Inventions. and Non-Solicitation.
|
|
(a) |
Definitions.
|
|
19. |
Section 409A.
|
MINIM, INC.
|
Graham Chynoweth
|
|
/s/ Jeremy Hitchcock | /s/ Graham Chynoweth | |
|
|
|
Name: Jeremy Hitchcock
|
||
Title: Chairman, Board of Directors
|
||
Address:
|
|
|
|
|
|
848 Elm Street
|
[Address Omitted]
|
|
Manchester, NH
|
|
|
03101
|
|
INIM
|
848 Elm Street Manchester. NH 03101 1.833.96.MINIM
|
Very truly yours, | ||||
Minim Inc.
|
||||
|
BY:
|
/s/ Jeremy Hitchcock | ||
|
Jeremy Hitchcock, Chairman of the Broad
|
|||
|
|
|||
AGREED TO AND ACCEPTED:
|
|
|||
/s/ Graham Chynoweth |
5/22/19
|
|||
Name | Date | |||
Graham Chynoweth |
|
|
(a) |
Definitions.
|
Zoom Telephonics, Inc.
|
Sean Doherty
|
||
By:
|
/s/ Sara Bishop |
/s/ Sean Doherty
|
|
Name: Sara Bishop
|
|||
|
Title: Head of Talent and Culture
|
||
Address:
|
[Address Omitted]
|
||
101 Arch Street, 8th Floor
|
|
||
Boston, MA 02110
|
|
|
(a) |
Definitions.
|
Zoom Telephonics, Inc.
|
Nicole Hayward
|
||
By: | /s/ Sara Bishop |
/s/ Nicole Hayward
|
|
|
Name: Sara Bishop
|
||
|
Title: Head of Talent and Culture
|
||
Address:
|
[Address Omitted]
|
||
101 Arch Street, 8th Floor
|
|
||
Boston, MA 02110
|
|
|
1. |
Employment.
|
|
1.1. |
General
|
|
1.2. |
Position
|
|
1..3.
|
Responsibilities and Authority
|
|
l.4.
|
Primary Place of Performance
|
|
1.5.
|
Term
|
|
2. |
Compensation and Related Matters.
|
|
2.1. |
Annual Base Salary
|
|
2.2. |
Annual Bonus
|
|
2.3.
|
Signing Bonus
|
|
2.4.
|
Living Expenses
|
|
2.5.
|
Travel and Expenses for Personal Visits Home
|
|
2.6.
|
Travel and Expenses for Business Trips
|
|
3. |
Equity Awards.
|
|
3.1.
|
Initial Stock Option
|
|
3.2.
|
Additional Stock Option
|
|
4. |
Benefits and Perquisites.
|
|
4.1. |
Benefits
|
|
4.2. |
Life Insurance
|
|
4.3. |
401(k) Savings
|
|
4.4. |
Paid Vacation, Sick, and Holiday
|
|
4.5. |
Computer and Cell Phone
|
|
4.6.
|
Liability Protection
|
|
4.7.
|
Legal Fees
|
|
4.8.
|
Allowed Activities
|
|
5. |
Termination.
|
|
5.1. |
At Will Employment
|
|
5.2. |
Change of Control
|
|
5.3.
|
Severance
|
|
5.4.
|
Voluntary Termination; For Cause Termination
|
|
5.5.
|
Death or Disability
|
|
5.6.
|
Cause Definition
|
|
a) |
Conviction of the Executive of a felony or any other serious crimes;
|
|
b) |
Commission by the Executive of any act of theft,
fraud, breach of fiduciary duty or gross moral turpitude;
|
|
c) |
Executive's gross negligence or willful misconduct in the performance of his duties;
|
|
d)
|
Wrongful misappropriation by the Executive of any Company, or Company clients, money, assets, or other property; or
|
|
e)
|
Any material breach of this Agreement that remains uncured for 30 days after notice of such breach.
|
|
6. |
Executive's Restrictive Covenants. Executive's employment with the Company is conditioned upon his signing the Company's Intellectual Property and Confidentiality Agreement ("IPCA."), a copy of
which is attached as Exhibit B to this Agreement .
|
|
6.1.
|
Non-Compete
|
|
6.2.
|
Confidential Information
|
|
6.3.
|
Non-Solicitation
|
|
6.4. |
Invention Assignment
|
|
6.5. |
No Disparagement
|
|
6.6. |
No Failure to Return Property
|
|
7. |
Resolution of Disputes.
|
|
7.1. |
Negotiation
|
|
7.2. |
Arbitration
|
|
8. |
Miscellaneous Provisions.
|
|
8.1. |
Representation as to Limitations
|
|
8.2. |
Assignment
|
|
8.3. |
Notices
|
|
a) |
If to Company, at the address set forth on the first page hereto, to the attention of the CEO.
|
|
b) |
If to Executive, at the address set forth on the first page hereto, to the attention of the Executive .
|
|
c) |
Or at any other address as any Party shall have specified by notice in writing to the other Party.
|
|
8.4. |
Headings
|
|
8.5. |
Severability
|
|
8.6. |
Governing Law
|
|
8.7. |
Amendments
|
Zoom Telephonics, Inc.
|
|
Executive
|
|
By:
|
|
By:
|
|
|
|
|
|
/s/ Joe Wytanis |
|
/s/ John Lauten | |
Name: Joe Wytanis
|
|
Name: John Lauten
|
|
Title: President/COO
|
|
|
|
1) |
Supply chain forecasting, production planning, logistics and other miscellaneous supply chain activities.
|
|
2) |
Mexico production, shipping and warehousing that includes North America Profit Sharing (NAPS), inventory management, and obsolete &
excess inventory.
|
|
3) |
Customer service returns (RMA's) that include wholesale, end user, and service provider returns.
|
|
4) |
Amazon inventory levels, returns, and payments.
|
|
5) |
Financial functions such as A/R, A/P, Bank loans, status reports, and finance tasks needed for auditing.
|
|
6) |
Sales operation functions such as EDI processing, account price matrix, order processing, and sales reporting.
|
|
7) |
New product introduction and change orders.
|
|
8) |
Manufacturing partners and key component suppliers.
|
|
9) |
Participation in all Executive Level activity including Company financial planning, strategic planning, staff
meetings, customer interfacing, etc....
|
|
10) |
Ensuring all Company Operation goals and objectives are met.
|
1. |
I have reviewed this Annual Report on Form 10-K/A of Zoom Telephonics, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Graham Chynoweth
|
||
Graham Chynoweth
|
||
Chief Executive Officer | ||
April 29, 2021
|
1. |
I have reviewed this Annual Report on Form 10-K/A of Zoom Telephonics, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Sean Doherty
|
||
Sean Doherty
|
||
Chief Financial Officer | ||
April 29, 2021
|
● |
Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
● |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Graham Chynoweth
|
||
Graham Chynoweth
|
||
Chief Executive Officer | ||
April 29, 2021
|
● |
Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
● |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Sean Doherty
|
||
Sean Doherty
|
||
Chief Financial Officer
|
||
April 29, 2021
|