UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  April 2, 2013
 
Aware, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:   000-21129
 
 
Massachusetts
  
  04-2911026
 
(State or other jurisdiction of
  
(IRS Employer
 
incorporation)
  
Identification No.)
 
40 Middlesex Turnpike, Bedford, MA, 01730
(Address of principal executive offices, including zip code)
 
(781) 276-4000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01.
Entry into a Material Definitive Agreement.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
     On April 2, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of Aware, Inc. (“Aware”) approved the following grants of unrestricted stock to the executive officers and directors of Aware under Aware’s 2001 Nonqualified Stock Plan in recognition of their ongoing contributions to Aware:
 
 
Name
# of Shares
 
       
 
Richard P. Moberg
25,000
 
       
 
Kevin T. Russell
25,000
 
       
 
John S. Stafford, Jr.
10,000
 
       
 
John S. Stafford, III
10,000
 
       
 
Adrian F. Kruse
10,000
 
       
 
Brian D. Connolly
10,000
 
       
 
Brent P. Johnstone
10,000
 
 
     The unrestricted shares will be issued to each executive and director in two (2) equal installments on June 30, 2013 and December 31, 2013 provided each executive officer and director is serving as a director, officer or employee of the Company or any subsidiary of the Company on such date.
 
     A copy of the form of Unrestricted Stock Award that Aware is using for the grants of unrestricted shares to its executive officers and directors is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.  The foregoing summary of the Unrestricted Stock Awards is qualified in its entirety by the actual Award document, the form of which is filed as Exhibit 10.1 to this Report.
 
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:

         10.1  Form of Unrestricted Stock Award for executive officers and directors of Aware, Inc. under the 2001 Nonqualified Stock Plan.
 
 
- 2 -
 
 
  Signature(s)
 
     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.
 
 
AWARE, INC.
 
       
 
By:
/s/ Kevin T. Russell  
    Kevin T. Russell  
    Co-President & co-Chief Executive Officer, General Counsel  
       
       
Date: April 4, 2013
     

 
- 3 -
 
 
Exhibit Index
 
Number
  
Description
     
    10.1
  
Form of Unrestricted Stock Award for executive officers and directors of Aware, Inc. under the 2001 Nonqualified Stock Plan.
 
- 4 -
 
Exhibit 10.1
 
Aware, Inc.
 
Unrestricted Stock Award Agreement
 
     This Agreement is entered into as of April __, 2013 by and between Aware, Inc. (the “Company”) and [_______________] (the “Grantee”).
 
     For valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
 
1.   Unrestricted Stock Award .  In the event that Grantee continues to serve as a director, officer or employee of the Company or any subsidiary of the Company on the date indicated below, the Company shall issue to Grantee, at no cost to Grantee, an unrestricted stock award, pursuant to Section 7 of the Company’s 2001 Nonqualified Stock Plan (the “Plan”), of the applicable number shares of common stock, $0.01 par value per share, of the Company (“ Unrestricted Stock” ) indicated below.
 
         1.1 On June 30, 2013, [___________] shares of Unrestricted Stock.
 
         1.2 On December 31, 2013, [___________] shares of Unrestricted Stock.
 
     The Company may, in its sole discretion, accelerate the date on which some or all of the Unrestricted Stock described above is issued.
 
     2.   Nontransferability.   Grantee may not sell, assign, transfer, pledge or otherwise encumber Grantee’s right to receive the Unrestricted Stock.
 
     3.   No Special Rights .  Nothing contained in the Plan or this Agreement shall confer upon the Grantee any right with respect to the continuation of his or her services to the Company or interfere in any way with the right of the Company at any time to terminate such services or to increase or decrease the Grantee’s compensation.
 
     4.   Withholding .   Grantee shall, no later than the date as of which the value of any Unrestricted Stock first becomes includable in the gross income of the Grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of any Federal, state, local and/or payroll taxes of any kind required by law to be withheld with respect to such income.  The Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.  Grantee may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing Merrill Lynch to withhold from the Unrestricted Stock a number of shares with an aggregate Fair Market Value (as defined in the Plan, and determined of the date the withholding is effected) that would satisfy the withholding amount due with respect to such Award, or (ii) delivering to Merrill Lynch a check that would satisfy the withholding amount due.
 
     5 .  Subdivisions, Stock Splits, Mergers, etc.   If the Company shall effect any subdivision or consolidation of shares of its stock or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares outstanding, in any such case without receiving compensation therefor in money, services or property, or if the Company merges with one or more corporations or other business entities, or if there is a consolidation of the Company and one or more corporations or other business entities, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets, then the number and class of shares of Unrestricted Stock to be issued pursuant to this Agreement shall be appropriately adjusted in such a manner as to entitle the Grantee to receive upon the issuance of such Unrestricted Stock, the same total number and class of shares as he or she would have received as a result of the event requiring the adjustment had such Unrestricted Stock been issued immediately prior to such event.
 
         Except as hereinbefore expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or class of shares of Unrestricted Stock to be issued pursuant to this Agreement.
 
 
 
 
 
6.   Miscellaneous.
 
Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee.
 
This Agreement shall terminate immediately in the event that Grantee, for any reason, is no longer an employee, officer or director of the Company or a subsidiary of the Company (including, without limitation, by reason of death, disability, the Grantee’s voluntary resignation or the dismissal of the Grantee for any reason, with or without cause).
 
All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another.
 
This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.
 
This Agreement  is executed in two (2) counterpart originals, one (1) to be retained by the Grantee and one (1) to be retained by the Company.
 
*           *           *
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as an agreement under seal as of the date first written above.
 
 
Aware, Inc.
 
 
40 Middlesex Turnpike
Bedford, MA 01730
 
       
 
By:
   
  Title:    
       
       
 
GRANTEE
 
       
     
 
Name:
   
       
  Address: