Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May
1, 2020, WidePoint Corporation (the “Company”) entered
into employment agreements with each of Jin Kang, its Chief
Executive Officer, Jason Holloway, its Executive Vice President,
Chief Sales and Marketing Officer and Chief Executive Officer and
President of WidePoint Cybersecurity Solutions Corporation, and
Kellie H. Kim, its Chief Financial Officer.
Mr.
Kang entered into a four year employment agreement, effective
January 1, 2020, providing the following: (i) an annual base salary
of $350,000 with annual increases approved by the Compensation
Committee of the Board of Directors; (ii) an annual target bonus
opportunity equal to 50% of the base salary (with a maximum of 100%
of base salary) based on the Company achieving performance goals
determined by the Compensation Committee of the Board of Directors
(payable one-half in cash and one-half inrestricted common stock of
the Company); (iii) a restricted stock grant of 200,000 shares of
common stock, (iv) participation in the Company’s employee
benefit plans and (v) four (4) weeks of vacation. The employment
agreement contains severance provisions which provide that upon the
termination of his employment without Cause (as described in the
employment agreement) or his voluntary resignation for a Good
Reason (as described in the employment agreement), Mr. Kang will
receive severance compensation payable in a lump-sum of cash equal
to twelve (12) months of base salary and a pro rata bonus amount.
The employment agreement further provides that if within 90 days
prior to or two years after a change in control of the Company
there occurs any termination of Mr. Kang for any reason other than
for Cause or a voluntary resignation without a Good Reason, then
the Company will be required to pay to Mr. Kang a one-time
severance payment equal twelve (12) months base salary and a pro
rata bonus.
The
employment agreement for Mr. Holloway is the same as Mr.
Kang’s, except that it provides for an annual base salary of
$265,000 and a restricted stock grant of 100,000 shares of common
stock. The employment agreement for Ms. Kim is also the same as Mr.
Kang’s, except that it provides for: (i) an annual base
salary of $250,000; (ii) a restricted stock grant of 100,000 shares
and (iii) it contains severance provisions which provide that upon
the termination of her employment without Cause (as described in
the employment agreement) or her voluntary resignation for a Good
Reason (as described in the employment agreement), severance
compensation payable in a lump-sum of cash equal six (6)
month’s base salary (increasing to twelve (12) months of base
salary if terminated after the first year) and a pro rata bonus
amount.
A copy
of each of the employment agreements are filed herewith as Exhibits
10.1, 10.2 and 10.3, respectively, and the foregoing descriptions
are qualified by reference to the full text thereof.
Item
9.01(d) Financial Statements and
Exhibits.
