Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Compensation of Independent Directors
On January 3, 2020, the Compensation Committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Pareteum Corporation, a corporation
organized under the laws of the State of Delaware (the "Company"), adopted the
following compensation program for independent directors ("Independent
Directors"):
· Board Retainer $90,000 per annum
· Committee Membership Fee $10,000 per Committee per annum
· Audit Committee Chairmanship $20,000 per annum
· Other Committee Chairmanship(s) $10,000 per annum
Each Independent Director may elect to receive such fees in cash, shares of the
Company's common stock, par value $0.00001 per share ("Common Stock") or options
to purchase Common Stock ("Options"). Stock and Options will be granted
quarterly in arrears, vest immediately, and shall be calculated using a 25%
discount to the VWAP of the last ten (10) days of each quarter. Any
extraordinary awards for the calendar year 2020 shall be determined by the
Compensation Committee half-yearly - first in May 2020 with an award to be
granted at the end of the second fiscal quarter 2020, and second in November
2020, with an award to be granted at the end of the fourth fiscal quarter 2020.
In addition to the foregoing, the Compensation Committee approved certain
awards, and the cancellation of certain previously granted awards, as set forth
below.
Compensation of Individual Directors
Mary Beth Vitale, in recognition of her additional responsibilities and services
as Interim Chairman of the Board shall receive aggregate compensation of
$270,000 in cash or Stock or Options for the calendar year 2020, which shall
include the fees as set forth above, as applicable, and an additional $130,000
in consideration for her services as Interim Chairman.
Yves van Sante, in recognition of his additional responsibilities including
directorship of local foreign subsidiaries of the Company, shall receive
aggregate compensation of $180,000 in cash or Stock or Options for the calendar
year 2020, which shall include the fees as set forth above, as applicable, and
an additional $90,000 in consideration for his services to the Company and the
Company's subsidiaries.
2018 Awards and Cancellation of Prior Awards
The directors, officers, and other senior management of the Company have agreed
to cancel equity awards received in consideration for their service for the
calendar year 2018 (the "Award Cancellations"). In consideration for the Award
Cancellations, such directors, officers, and other senior management of the
Company were granted an aggregate of 550,000 shares of Common Stock, and 300,000
Options.
2019 Awards
The three Independent Directors of the Company, being Ms. Vitale, and Messrs.
Jimenez-Tuñon and Lippert, together with Mr. van Sante, were granted
extraordinary awards in the aggregate of 700,000 shares of Common Stock, and
408,333Options in consideration for services to the Company during the calendar
year 2019.
In lieu of cash for services rendered for the calendar year 2019, Ms. Vitale and
Messrs. van Sante, Jimenez-Tuñon and Lippert have agreed to receive an aggregate
of 103,239 Options and 293,575 shares of Common Stock.
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