Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
Appointment of
Michael Kandell as Chief Financial Officer
On December 1, 2016,
the Board of Directors (the “Board”) of Wireless Telecom Group, Inc. (the “Company”) appointed Michael
Kandell to serve as Chief Financial Officer of the Company, effective January 2, 2017. Mr. Kandell will succeed Robert Censullo,
who has served as Chief Financial Officer of the Company for five years.
Mr. Kandell, 41, has
more than 18 years of financial management experience. Since 2010, he has held various positions of increasing responsibility in
finance at Avaya, Inc., most recently serving as Senior Director of Accounting. Prior to Avaya, Mr. Kandell worked at Precision
Partners, Inc. for 3 years and, prior to that, at Ernst & Young LLP in New Jersey for 7 years. He received his Bachelors of
Science degree in accounting from College of New Jersey. Mr. Kandell is a Certified Public Accountant.
Under the terms of
the employment letter agreement between Mr. Kandell and the Company, dated December 1, 2016, Mr. Kandell will receive an annual
initial salary of $222,500.00 and will be eligible to participate in the Company’s Officer Incentive Compensation Plan (“OICP”).
For 2017, Mr. Kandell’s target bonus will be $100,000: 30% of this bonus will be based on his achievement of his individual
performance objectives as determined by the Compensation Committee of the Board (“Compensation Committee”), subject
to the Company’s achievement of threshold financial objectives and 70% of this bonus will be based on the Company’s
achievement of financial objectives, in each case as determined by the Compensation Committee.
Mr. Kandell will be
awarded an initial grant of 100,000 stock options (the “Option”) on his first day of employment with the Company, which
will vest over time, subject to the provisions of the Wireless Telecom Group, Inc. Amended and Restated 2012 Incentive Compensation
Plan (the “2012 Plan”) and his signing an award agreement acceptable to the Company, which will set forth the exercise
price of, vesting schedule for, and other terms applicable to, the Option.
If Mr. Kandell’s
employment is terminated by the Company for a reason other than death, Disability or Cause, or he resigns for Good Reason within
18 months after a Change in Control (as such terms are defined in the 2012 Plan), then, subject to his signing and not revoking
a general release in a form acceptable to the Company that has become binding and non-revocable within sixty days after the termination
date, he will be paid or provided: (i) payment equal to 75% of his salary in effect at the time of the termination of his employment
paid in normal payroll over 9 months; (ii) the amount, in the good faith determination of the Board, he earned as of his termination
date, under the bonus component of the then applicable OICP; and (iii) at the Company’s election either the continuation
of benefits, to the extent permissible under applicable employee benefit plans in which he is a participant, for 9 months after
the termination date, or a lump sum payment, in lieu of the continuation of some or all benefits, in an amount determined by the
Board in its discretion.
There are no arrangements
or understandings between Mr. Kandell and any other persons pursuant to which Mr. Kandell was named Chief Financial Officer of
the Company. There are also no family relationships between Mr. Kandell and any director or executive officer of the Company and
Mr. Kandell has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Resignation of
Robert Censullo as Chief Financial Officer
In connection with Mr.
Kandell’s appointment as the Company’s Chief Financial Officer, effective January 2, 2017, Mr. Robert Censullo resigned
as Chief Financial Officer of the Company.
Under the terms of the
letter agreement between Mr. Censullo and the Company, dated December 1, 2016 (the “Censullo Letter Agreement”), the
parties agreed to terminate the Severance Agreement between Mr. Censullo and the Company, dated June 14, 2013 (the “Severance
Agreement”) in consideration for Mr. Censullo being offered either the Controller position or severance under the Censullo
Letter Agreement. Pursuant to the Censullo Letter Agreement, Mr. Censullo waived any right under the Severance Agreement to receive
a Severance payment and Continuation of Benefits (as those capitalized terms are defined in the Severance Agreement).
If Mr. Censullo is offered
and accepts the position as Controller, his employment will be at-will, and he will receive an initial salary of $160,000.00 per
year and be eligible to participate in the Company’s OICP in 2017. For 2017, his target bonus will be 25% of his salary.
Mr. Censullo will continue to be eligible to participate in Company employee benefit plans in accordance with the terms of those
plans, but the Company will not provide a car allowance.
If Mr. Censullo is not
offered the Controller position, or he declines that offer, then subject to his signing and not revoking a general release in a
form acceptable to the Company, he will be paid “Severance” for the portion of the 180 day period starting on the signing
date and ending on the six-month anniversary of the signing date that he is not employed by the Company (the “Severance Period”).
His gross severance payment will be an amount equal to multiplying the salary rate of $160,000 per year by the fraction in which
the numerator is the number of days in the Severance Period and the denominator is 365, which will be paid monthly during the Severance
Period in substantially equal installments beginning on the first payroll date in 2017 that is at least 5 business days after the
general release becomes binding and non-revocable, subject to any deferral requirements of Internal Revenue Code Section 409A (as
such terms are defined in the Censullo Letter Agreement).