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): March 30, 2017

 

SharpSpring, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36280   05-0502529
(State or other jurisdiction of
Incorporation or Organization) 		 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

550 SW 2nd Avenue, Gainesville, FL   32601
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 888-428-9605

 

 
(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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

     
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Richard Carlson

 

On March 30, 2017, the registrant entered into an employee agreement amendment with Richard Carlson, the registrant’s Chief Executive Officer and President. The employee agreement amendment amends Mr. Carlson’s previous employee agreement to (i) increase his base salary to $250,000 per year effective as of March 16, 2017, (iii) decrease his annual bonus opportunity to $50,000, and (ii) reflect the recent stock option granted to Mr. Carlson to purchase up 100,000 shares of the registrant’s common stock. The options vest over a 4 year period, with 1/48 vesting each month . The description of Mr. Carlson’s employee agreement amendment is not complete, and is qualified in its entirety by reference to the employee agreement amendment attached hereto as Exhibit 10.1 , which is incorporated by reference herein.

 

Adoption of 2017 Executive Bonus Plan

 

On March 30, 2017, the registrant adopted the following 2017 Executive Bonus Plan for its executive officers:

 

Bonus plan for executive officers:

 

  a. Bonus is based on Revenue and EBITDA at target per budget:

 

i. Below 85% of plan the bonus will not be paid

ii. Between 85% and 100% the bonus will be 50% of target

iii. At plan bonus is 100%

iv. Above plan bonus is paid at the rate of plan (so if Revenue is at 105% of plan then bonus is 105% of target)

v. Bonus is capped at 125% of target

vi. Bonus will be paid annually, following the finalization of the Company’s results.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits:

 

Exhibit No.   Description
10.1   Employee Agreement Amendment – Richard Carlson

 

     
 

 

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.

 

SharpSpring, Inc.  
     
By: /s/ Edward S. Lawton  
  Edward S. Lawton,  
  Chief Financial Officer  

 

Dated: April 5, 2017

 

     
 

 

 

EXHIBIT 10.1

 

EMPLOYEE AGREEMENT AMENDMENT

 

THIS AGREEMENT (the “ Agreement ”) is made and entered into on March 30, 2017 by and between SharpSpring, Inc., a Delaware corporation (the “ Company ”); and Richard Carlson (“ Employee ”).

 

  1. Effective March 30, 2017, this Agreement amends that certain Employee Agreement dated September 13, 2015, made and entered into by the parties hereto (the “ Employee Agreement ”). Capitalized terms herein have the same meaning as used in the Employee Agreement, unless otherwise noted.
     
  2. Paragraph 4.1 of Article Four is deleted and replaced with the following:
     
    4.1. Base Compensation. For all services rendered by Employee under this Employee Agreement, the Company agrees to pay Employee the rate of $250,000 per year (the “base salary”), which shall be payable to Employee not less frequently than bi-monthly, or as is consistent with the Company’s practice for its other employees. .
     
  3. The provisions contained in Appendix B – Other Compensation - Item I. Quarterly Bonus Compensation is deleted and replaced with the following:
     
    I. Annual Bonus Compensation:
     
    Employee shall be eligible for bonus compensation that will be paid on an annualbasis (the “Annual Bonus”) that will be earned and payable as follows:
     
    The annual bonus target amount is $50,000, and will be tied to the achievement of Company financial targets and CEO goals during the year. The percentage of the Annual Bonus that may be paid out may range from 0% to 125% of the Annual Bonus target amount.
     
    The Annual Bonus is earned at the close of the applicable year and is intended to be paid shortly after the Company reports its financials publicly.
     
    If Employee’s employment is terminated for any reason, Employee shall be paid (a) the full Annual Bonus earned, as determined solely by the Company’s Compensation Committee of the Board of Directors, for the most recently completed year and if Employee’s employment is terminated by the Company or by mutual agreement, Employee shall be paid (b) a pro-rated Annual Bonus, as determined solely by the Company’s Compensation Committee of the Board of Directors, for the year in which termination occurs.

 

     
 

 

 

  4. Additionally, the following shall be inserted into the provisions of Appendix B – Other Compensation - Item II. Option Grant:
     
    Incentive Stock Options: 100,000
     
    Exercise Price: $4.74
     
    Grant Date: March 17, 2017
     
    Expiration Date: March 16, 2027
     
    Vesting Schedule: The options vest monthly over a four year period in equal installments of 2,083 shares per month beginning one month after the grant date, except that during the final month of vesting 2,099 shares shall vest. The option grant shall be made pursuant to the Company’s 2010 Employee Stock Plan (the “ Plan ”) and subject to the terms of the Plan’s standard incentive stock option agreement, as may be modified for purposes of this Employee Agreement. As more fully described in the Employee’s incentive stock option agreement, of even date hereof, the Vesting Schedule is subject to acceleration in the event of a Change of Control as defined in the Employee’s non-statutory stock option agreement.
     
  5. All other provisions of the Employee Agreement remain in full force and effect, other than any provision that conflicts with the terms and spirit of this Agreement.

 

     
 

 

IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first written above.

 

  SHARPSPRING, INC.:
     
  By: /s/ Edward Lawton
    Edward Lawton, CFO
   
  EMPLOYEE:
     
  By: /s/ Richard Carlson
    Richard Carlson