ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2020, Safeguard Scientifics, Inc. (the "Company") entered into an
employment agreement (the "Salzman Agreement") with Eric Salzman. The Salzman
Agreement provides for the terms and conditions of Mr. Salzman's continued
employment with the Company as the Company's Chief Restructuring Officer. The
Salzman Agreement amends and restates in its entirety the employment agreement
previously entered into between the Company and Mr. Salzman on March 30, 2020
(the "Prior Employment Agreement"). The Prior Employment Agreement is filed as
an exhibit to the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 6, 2020.
Pursuant to the terms of the Salzman Agreement, Mr. Salzman will continue to
serve as Chief Restructuring Officer for a term ending on December 31, 2021 (the
"Term").
Under the terms of the Salzman Agreement, Mr. Salzman will receive an annual
base salary equal to $500,000. In addition, Mr. Salzman is entitled to receive
under the Company's 2014 Equity Compensation Plan: (i) a fully-vested stock
grant for up to 20,000 shares of the Company's common stock based on Mr.
Salzman's performance during the term of the Prior Employment Agreement, in the
sole discretion of the Board (such grant being in place of, and not in addition
to, a similar grant provided for in the Prior Employment Agreement); (ii) a
restricted stock award of 75,000 shares of the Company's common stock, which
will vest and become payable ratably on a monthly basis over the Term, subject
to Mr. Salzman's continued employment (the "Restricted Stock Grant"); and (iii)
a restricted stock unit grant representing a right to receive 100,000 shares of
the Company's common stock, which will vest if certain performance criteria are
achieved, subject to Mr. Salzman's continued employment (the "Performance Unit
Grant"). The Restricted Stock Grant and Performance Unit Grant include dividend
or dividend equivalent rights (as applicable) which will accrue and/or become
payable when the underlying shares are vested or no longer subject to
forfeiture, as applicable. Mr. Salzman will also be eligible to participate in
the Company's welfare and benefit plans generally available to the Company's
executive employees.
The Salzman Agreement provides that if Mr. Salzman is terminated without "Cause"
(as defined in the Salzman Agreement) or resigns for "Good Reason" (as defined
in the Salzman Agreement), Mr. Salzman will be paid an amount equivalent to the
unpaid portion of his base salary which would have been payable for the
remainder of the Term. Any shares subject to the Restricted Stock Grant awarded
prior to Mr. Salzman's termination date and not previously vested and paid will
vest upon Mr. Salzman's termination without Cause or for Good Reason. Any units
subject to the Performance Unit Grant awarded prior to Mr. Salzman's termination
date and not previously vested and paid will vest upon Mr. Salzman's termination
without Cause or for Good Reason in amount that is the greater of: (i) the
number of units that result from multiplying (x) the number of units subject to
the Performance Unit Grant by (y) the actual achievement of the performance
criteria (measured between 0% - 100%, as determined by the Company's
Compensation Committee); and (ii) the number of units that result from
multiplying (x) the number of units subject to the Performance Unit Grant by (y)
by a fraction, the numerator of which is the number of days during which Mr.
Salzman was employed by the Company between October 1, 2020 and the date of
termination and the denominator of which is 456. The Company will also pay the
cost of COBRA continuation coverage for Mr. Salzman with respect to medical
insurance, less such co-payment amount payable by him under the terms of the
Company's medical insurance program as in effect on the date of such
termination, for the balance of the Term.
The summary description of the Salzman Agreement contained in this Current
Report on Form 8-K is not complete and is qualified in its entirety by, and
should be read in conjunction with, the complete text of the Salzman Agreement,
which are filed as Exhibit 10.1 and is incorporated herein by reference.
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ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, dated October 1, 2020, by and between the Company and
Eric Salzman.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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