Item
5.02
Appointment of Certain Officers;
Departure of Certain Officers.
Effective
March 12, 2010, the Board of Directors of the Company appointed Mr. Todd Waltz,
48, as Executive Vice President and Chief Financial Officer of the
Company. From 2007 until the present, Mr. Waltz has served as the
Corporate Controller of the Company. From 1994 to 2007, Mr. Waltz
served with increasing responsibility in a variety of senior financial
management and business partner roles with Apple, Inc. in Cupertino,
California. Prior to Apple, Mr. Waltz worked with Ernst &
Young. Mr. Waltz is a Certified Public Accountant (inactive) in the
state of California. Mr. Waltz received his Bachelors Degree from
Mount Union College in 1983, his MBA from Santa Clara University in 1997 and his
Masters of Science in Taxation from San Jose State University in
2008. There is no transaction or any currently proposed transaction
in which the Company was or is to be a participant and in which Mr. Waltz had or
will have a direct or indirect material interest.
In
connection with his appointment as Executive Vice President and Chief Financial
Officer, on March 16, 2010, the Company entered into a three year employment
agreement with Mr. Waltz providing annual compensation of $180,000, subject to
the Company’s deferred compensation program. In addition, Mr. Waltz is entitled
to an annual cash bonus of up to $50,000 based upon attainment of certain
performance milestones. In addition, Mr. Waltz has been granted a stock option
to purchase 600,000 shares of the Company’s common stock at an exercise price
equal to the closing market price on the date of grant. Fifty percent
(50%) of the stock option shares vest and become exercisable immediately and
1/24
th
of
the stock option shares vest and become exercisable every three months from the
date of grant. The Company will pay up to three months of severance and health
benefits in the event Mr. Waltz is terminated without “cause” (as defined in the
Employment Agreement) or “constructively terminated” (as defined in the
Employment Agreement”).
Effective March 12, 2010, Mr. Scott A. Janssen resigned from the
position of Executive Vice President and Chief Financial Officer of the
Company.