Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) June
25,
2008
iCAD,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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1-9341
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02-0377419
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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| |
|
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98
Split Brook Road, Suite 100, Nashua, New Hampshire
|
03062
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(603)
882-5200
(Registrant’s
Telephone Number, Including Area Code)
(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 (see
General
Instruction A.2. below):
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
1.02. Termination of 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
June
25,
2008,
iCAD, Inc. (the “Company”), entered into an employment agreement, as of June 1,
2008, with each of Kenneth M. Ferry, the Company’s Chief Executive Officer and
President, Darlene Deptula-Hicks, the Company’s Executive Vice President of
Finance and Chief Financial Officer, Jeffrey Barnes, the Company’s Senior Vice
President of Sales, Stacey Stevens, the Company’s Senior Vice President of
Marketing and Strategy, and Jonathan Go, the Company’s Senior Vice President of
Research and Development. Each employment agreement replaces and supersedes
the
previous employment agreement entered into between the Company and the
executive.
Mr.
Ferry
is also entitled to customary benefits, including participation in employee
benefit plans, and reasonable travel and entertainment expenses as well as
a
monthly automobile allowance. The employment agreement provides that if his
employment is terminated without “cause” or if he terminates his employment for
“good reason,” Mr. Ferry will receive an amount equal to his base salary then in
effect for one (1) year plus the pro rata portion of any incentive bonus earned
in any employment year through the date of his termination. In the event that
within six months of a “change in control”, either (i) Mr. Ferry is terminated
by the Company without “cause” or (ii) he terminates his agreement for “good
reason,” as all such terms are defined in the employment agreement, he will be
entitled to receive his base salary then in effect for two (2) years from the
date of termination plus any incentive bonus which otherwise would have been
payable to him for any employment year in which the date of his termination
occurred.
Pursuant
to his agreement, Mr. Ferry was also granted a restricted stock award of
100,000
shares of the Company's common stock, par value $0.01 per share (the “Common
Stock”). The restricted stock award vests as to (i) 33,334 shares on May 31,
2009, (ii) an additional 33,333 shares on May 31, 2010 and (iii) an additional
33,333 shares on May 31, 2011. The unvested portion of the award will
automatically vest if Mr. Ferry’s employment is terminated without cause
or
for
good reason within
six (6) months of a change in control.
Ms.
Deptula-Hicks’ employment agreement provides for her employment as the Company’s
Executive Vice President of Finance and Chief Financial Officer for an initial
term through December 31, 2011, subject to automatic one-year renewals after
the
expiration of the initial term under certain conditions, at an annual base
salary of $235,000. The agreement also provides for her eligibility to receive,
during each employment year during the term of the agreement, a target annual
incentive bonus of 40% of her base salary if the Company achieves goals and
objectives established by the Board. Ms. Deptula-Hicks will also be eligible
to
receive such other cash bonuses and such other compensation as may from time
to
time be awarded to her by the Board.
Ms.
Deptula-Hicks is also entitled to customary benefits, including participation
in
employee benefit plans, and reasonable travel and entertainment expenses as
well
as a monthly automobile allowance. The employment agreement provides that if
her
employment is terminated without “cause” or if she terminates her employment for
“good reason,” Ms. Deptula-Hicks will receive an amount equal to her base salary
then in effect for one (1) year plus the pro rata portion of any incentive
bonus
earned in any employment year through the date of her termination. In the event
that within six months of a “change in control”, either (i) Ms. Deptula-Hicks is
terminated by the Company without “cause” or (ii) she terminates her agreement
for “good reason,” as all such terms are defined in the employment agreement,
she will be entitled to receive her base salary then in effect for her for
one
(1) year from the date of termination plus any incentive bonus which otherwise
would have been payable to her for any employment year in which the date of
her
termination occurred.
Pursuant
to her agreement, Ms. Deptula-Hicks was also granted a restricted stock award
of
37,500 shares of Common Stock. The restricted stock award vests as to 12,500
shares on each of May 31, 2009, 2010 and 2011. The unvested portion of the
award
will automatically vest if Ms. Deptula-Hicks’ employment is terminated without
cause
or for
good reason
within
six (6) months of a change in control.
Mr.
Barnes employment agreement provides for his employment as the Company’s Senior
Vice President of Sales for an initial term through December 31, 2011, subject
to automatic one year renewals at the end of the initial term, subject to
certain conditions, at an annual base salary of $215,000. The agreement also
provides for his eligibility to receive, during each employment year during
the
term of the agreement, a target annual incentive bonus of 40% of his base salary
if the Company achieves goals and objectives established by the Board. Mr.
Barnes will also be eligible to receive such other cash bonuses and such other
compensation as may from time to time be awarded to him by the
Board.
Mr.
Barnes is also entitled to customary benefits, including participation in
employee benefit plans and reasonable travel and entertainment expenses
as well
as a monthly automobile allowance.
The
employment agreement provides that if his employment is terminated without
cause, Mr. Barnes will receive an amount equal to his base salary then in
effect
for one (1) year from the date of termination plus the pro rata portion of
any
incentive bonus earned in any employment year through the date of his
termination. In the event that within three months of a “change in control” Mr.
Barnes is terminated by the Company without “cause” as such terms are defined in
the employment agreement, he will be entitled to receive his base salary
then in
effect for one (1) year from the date of termination plus any incentive bonus
which otherwise would have been payable to him for any employment year in
which
the date of his termination occurred.
Pursuant
to his agreement, Mr. Barnes was also granted a restricted stock award of 37,500
shares of Common Stock. The restricted stock award vests as to 12,500 shares
of
Common Stock on each of May 31, 2009, 2010 and 2011. The unvested portion of
the
award will automatically vest if Mr. Barnes’ employment is terminated without
cause within six (6) months of a change in control.
Ms.
Steven’s employment agreement with provides for her employment as the Company’s
Vice President of Marketing and Strategy for an initial term through December
31, 2011, subject to automatic one year renewals at the end of the initial
term,
subject to certain conditions, at an annual base salary of $200,000. The
agreement also provides for her eligibility to receive during each employment
year during the term of the agreement a target annual incentive bonus of 40%
of
her base salary if the Company achieves goals and objectives established by
the
Board. Ms. Stevens will also be eligible to receive such other cash bonuses
and
such other compensation as may from time to time be awarded to her by the
Board.
Ms.
Stevens is also entitled to customary benefits, including participation in
employee benefit plans and reasonable travel and entertainment expenses
as well
as a monthly automobile allowance.
The
employment agreement provides that if her employment is terminated without
cause, Ms. Stevens will receive an amount equal to her base salary then in
effect for one (1) year from the date of termination plus the pro rata portion
of any incentive bonus earned in any employment year through the date of
her
termination. In the event that within three months of a “change in control” Ms.
Stevens is terminated by the Company without “cause” as such terms are defined
in the employment agreement, she will be entitled to receive her base salary
then in effect for one (1) year from the date of termination plus any incentive
bonus which otherwise would have been payable to her for any employment year
in
which the date of her termination occurred.
Pursuant
to her agreement, Ms. Stevens was also granted a restricted stock award of
35,000 shares of the Common Stock. The restricted stock award vests as to (i)
11,667 shares on May 31, 2009, (ii) an additional 11,667 shares on May 31,
2010
and (ii) an additional 11,666 shares on May 31, 2011. The unvested portion
of
the award will automatically vest if Ms. Stevens’ employment is terminated
without cause within three (3) months of a change in control.
Mr.
Go’s
employment agreement provides for his employment as the Company’s Senior Vice
President of Research and Development for an initial term through December
31,
2011, subject to automatic one year renewals at the end of the initial term,
subject to certain conditions, at an annual base salary of $205,000. The
agreement also provides for his eligibility to receive during each employment
year during the term of the agreement a target annual incentive bonus of 40%
of
his base salary for such employment year if the Company achieves goals and
objectives established by the Board. Mr. Go will also be eligible to receive
such other cash bonuses and such other compensation as may from time to time
be
awarded to him by the Board.
Mr.
Go is
also entitled to customary benefits, including participation in employee
benefit
plans and reasonable travel and entertainment expenses
as well
as a monthly automobile allowance.
The
employment agreement provides that if his employment is terminated without
“cause,” or if he terminates his employment for “good reason”, Mr. Go will
receive an amount equal to his base salary then in effect for one (1) year
from
the date of termination plus the pro rata portion of any incentive bonus
earned
in any employment year through the date of his termination. In the event
that
within six months of a “change in control”, either (i) Mr. Go is terminated by
the Company without “cause” or (ii) he terminates his agreement for “good
reason,” as all such terms are defined in the employment agreement, he will be
entitled to receive his base salary then in effect for him for one (1) year
from
the date of termination plus any incentive bonus which otherwise would have
been
payable to him for any employment year in which the date of his termination
occurred.
Pursuant
to his agreement, Mr. Go was also granted a restricted stock award of 30,000
shares of the Common Stock. The restricted stock award vests as to 10,000 shares
on each of May 31, 2009, 2010 and 2011. The unvested portion of the award will
automatically vest if Mr. Go’s employment is terminated without cause or for
good reason within six (6) months of a change in control.
In
addition to the foregoing, on June 25,
2008,
the following additional compensation was awarded to the Company’s executives
officers in the form of an annual grant of awards of restricted shares of
the
Company’s common stock (the “Annual Awards”): Kenneth Ferry - 100,000 shares;
Darlene Deptula -Hicks - 37,500 shares; Jeffrey Barnes - 37,500 shares; Stacey
Stevens - 35,000 shares; and Jonathan Go - 30,000 shares. The Annual Awards
will
vest at the same rate as the restricted stock awards contained in the executive
officer’s respective employment agreement described
above.
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 thereunto
duly authorized.
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iCAD,
INC.
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(Registrant)
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By:
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/s/
Darlene Deptula-Hicks
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Darlene
Deptula-Hicks
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Executive
Vice President of Finance and Chief Financial
Officer
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Date:
June 30,
2008