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):
August 28, 2016
DETERMINE
, INC.
(Exact name of Company as specified in Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-29637
(Commission File No.)
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77-0432030
(IRS Employee Identification No.)
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615 West Carmel Drive
Carmel, Indiana 46032
(Address of Principal Executive Offices)
(650) 532-1500
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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Item
5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 1, 2016, Determine, Inc. (the “Company”) extended the engagement of Michael Brodsky by entering into an amendment dated September 1, 2016 (the “Amendment”) to his existing employment offer letter pursuant to which he would serve as an employee in a non-executive capacity as Special Advisor to the CEO with an annual salary of $15,000. In the Amendment Mr. Brodsky confirmed his resignation as Executive Chairman effective August 28, 2016 but will continue as Chairman of the Board of the Company.
Mr. Brodsky will also be granted an option to purchase 75,600 shares of the Company’s common stock and 37,800 restricted stock units under the Company’s 2015 Equity Incentive Plan (the “EIP”), subject to vesting in equal monthly installments over a 12 month period of continuous service monthly. In addition, Mr. Brodsky will be granted an additional option grant to purchase 100,000 shares of the Company’s common stock vesting 50% after two years based upon continuous service through such date and the balance in equal monthly installments over the 24 month period of continuous service thereafter. The options and restricted stock units will automatically accelerate and be fully vested upon a Change in Control of the Company, as defined in the EIP. All of the other terms and provisions that were in effect under Mr. Brodsky’s employment offer letter immediately prior to the execution of the Amendment will continue in effect under the Amendment.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Amendment to Offer Letter dated September 1, 2016 by and between the Company and Michael Brodsky.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 1, 2016
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DETERMINE, INC.
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By:
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/s/
Art Fisher
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Name: Art Fisher
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Title: General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amendment to Offer Letter dated September 1, 2016 by and between the Company and Michael Brodsky.
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Exhibit 10.1
615 West Carmel Drive, Suite 100
Carmel, Indiana 46032
September 1, 2016
Mr. Michael Brodsky
615 West Carmel Drive, Suite 100
Carmel, Indiana 46032
Dear Michael:
Reference is made to your employment offer letter dated effective August 6, 2013, as amended December 4, 2013, September 1, 2014 and August 28, 2015 with Determine, Inc. (the “Company”) whereby you previously served as Executive Chairman (the “Employment Agreement”). You are hereby confirming your resignation from your position as Executive Chairman effective as of today but will continue as Chairman of the Board of the Company and as an employee in a non-executive capacity as Special Advisor to the CEO, with Section 1 of the Employment Agreement hereby amended accordingly. This letter hereby further amends the Employment Agreement as follows:
1. Section 2 shall be amended and replaced with the following:
Cash Compensation
. The Company will continue to pay you a salary at the rate of $1,250 per month ($15,000 per annum), less all appropriate state and federal taxes and withholdings, payable in accordance with the Company’s standard payroll schedule.
2. The following shall be added to end of Section 3.1:
For your extended service for the twelve month period after the date of this letter, you will be provided with: (i) an additional grant of a stock option (the “Option”) to purchase 75,600 shares of Company’s Common Stock and (ii) an additional grant of 37,800 restricted stock units representing shares of the Company’s Common Stock (the “Units”), in each case under Company’s 2015 Equity Incentive Plan (the “EIP”). The Options and the RSUs shall be granted effective one trading day after the date of filing of the Company’s Form 8-K with the Securities Exchange Commission disclosing this letter agreement (the “Grant Date”), with the Options having an exercise price equal to the fair market value of the Company’s common stock at the close of market the date of grant. The Options and the RSUs shall vest in equal monthly installments over a 12 month period of continuous service from the date of this letter, with the RSUs settled on the earliest permissible trading day after such dates.
In addition, you will be granted on the Grant Date an additional grant of a stock option (the “Additional Option”) to purchase 100,000 shares of the Company’s common stock, which Additional Option shall vest 50% after the date two years from the date of this letter based upon continued service through such date and the balance in equal monthly installments over the 24 month period of continuous service thereafter.
September 1, 2016
Page 2
The Option and Additional Option will vest and the Units would be issued and settled immediately if the Company is subject to a Change in Control, as defined in the EIP. The grants of the Units, Option and Additional Option are subject to the other terms and conditions set forth in the EIP and the Company’s forms of Stock Unit Agreement and Stock Option Agreement.
Please indicate your agreement with these terms by countersigning below.
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Very truly yours,
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DETERMINE, INC.
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By:
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/s/ J. Michael Gullard
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Name: J. Michael Gullard, on behalf of the Board of Directors
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I have read and accept this agreement:
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/s/ Michael Brodsky
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MICHAEL BRODSKY
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Dated:
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September 1, 2016
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