Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of Whelan Employment Agreement.
On January 6, 2022, the Compensation Committee (the "Compensation Committee") of
the Board of Directors of Wireless Telecom Group, Inc. (the "Company") approved
certain amendments to that certain Employment Agreement between the Company and
Timothy Whelan, the Company's Chief Executive Officer, dated June 30, 2016 (the
"Employment Agreement"). The Compensation Committee extended the term of the
Employment Agreement through December 31, 2023 and increased Mr. Whelan's bonus
target from $200,000 in 2021 to $250,000 for 2022. The Compensation Committee
also granted Mr. Whelan 125,000 shares of restricted stock which vest annually
over two years under the Company's 2021 Long-Term Incentive Plan.
The Employment Agreement amendment increased Mr. Whelan's severance benefits
from twelve (12) months to fifteen (15) months and provided for a fixed, rather
than discretionary severance bonus. As a result, if Mr. Whelan's employment is
terminated by the Company without cause, upon a change of control or by Mr.
Whelan for good reason (as such terms are defined in the Employment Agreement),
in each case, subject to Mr. Whelan's compliance with certain conditions, the
Employment Agreement amendment provides that Mr. Whelan is entitled to: (i)
severance in an amount equal to the sum of fifteen (15) months of his salary as
in effect immediately prior to the date of termination, which is payable in
equal installments over a period of fifteen (15) months, and (ii) cash in an
amount equal to Mr. Whelan's annual cash incentive award opportunity for the
applicable year (the "Cash Bonus"), among other things set forth in the
Employment Agreement.
Under the Employment Agreement amendment, Mr. Whelan is entitled to participate
in such health, group insurance, welfare, pension, and other employee benefit
plans, programs and arrangements as are made generally available from time to
time to senior executives of the Company during the term of his severance
period.
Amendment of Kandell Employment Arrangement and Termination Agreement. The
Compensation Committee also approved certain amendments to the terms of its
employment arrangement and termination agreement with Michael Kandell, the
Company's Chief Financial Officer. The Compensation Committee increased Mr.
Kandell's base salary from $242,500 in 2021 to $260,000 for 2022 and also
increased Mr. Kandell's bonus target from $100,000 in 2021 to $150,000 for 2022.
The Compensation Committee also granted Mr. Kandell 75,000 shares of restricted
stock which vest annually over two years under the Company's 2021 Long-Term
Incentive Plan.
The employment arrangement amendment increased Mr. Kandell's severance benefits
from nine (9) months to twelve (12) months and provided for a fixed, rather than
discretionary severance bonus. As a result, if Mr. Kandell's employment is
terminated by the Company for a reason other than death, Disability or Cause, or
should Mr. Kandell resign for Good Reason (as defined in the Company's 2021
Long-Term Incentive Plan), then, subject to signing and not revoking a general
release in a form acceptable to the Company, Mr. Kandell will be paid: (i)
severance in an amount equal to the sum of twelve (12) months of his salary as
in effect immediately prior to the date of termination, which is payable in
equal installments over a period of twelve (12) months, and (ii) cash in an
amount equal to Mr. Kandell's annual cash incentive award opportunity for the
applicable year (the "Cash Bonus"), among other benefits under the employment
arrangement.
Under the employment arrangement amendment, Mr. Kandell is entitled to
participate in such health, group insurance, welfare, pension, and other
employee benefit plans, programs and arrangements as are made generally
available from time to time to senior executives of the Company during the term
of his severance period.
Amendment of Monopoli Employment Arrangement and Termination Agreement. The
Compensation Committee also approved certain amendments to the terms of its
employment arrangement and termination agreement with Daniel Monopoli. In
connection with the previously disclosed sale of the Company's Microlab business
and the resulting reorganization of the Company around two operating segments,
Test & Measurement ("T&M") and Radio, Baseband, Software ("RBS"), Mr. Monopoli's
role is being changed from the Company's Chief Technology Officer to Senior Vice
President, General Manager of the T&M segment. The Compensation Committee
increased Mr. Monopoli's base salary from $235,000 in 2021 to $260,000 for 2022
and also increased Mr. Monopoli's bonus target from $100,000 in 2021 to $150,000
for 2022. The Compensation Committee also granted Mr. Monopoli 50,000 shares of
restricted stock which vest annually over two years under the Company's 2021
Long-Term Incentive Plan.
The employment arrangement amendment increased Mr. Monopoli's severance benefits
from six (6) months to nine (9) months and provided for a fixed, rather than
discretionary severance bonus. As a result, if Mr. Monopoli's employment is
terminated by the Company for a reason other than death, Disability or Cause, or
should Mr. Monopoli resign for Good Reason (as defined in the Company's 2021
Long-Term Incentive Plan), then, subject to signing and not revoking a general
release in a form acceptable to the Company, Mr. Monopoli will be paid: (i)
severance in an amount equal to the sum of nine (9) months of his salary as in
effect immediately prior to the date of termination, which is payable in equal
installments over a period of nine (9) months, and (ii) cash in an amount equal
to Mr. Monopoli's annual cash incentive award opportunity for the applicable
year (the "Cash Bonus"), among other benefits under the employment arrangement.
Under the employment arrangement amendment, Mr. Monopoli is entitled to
participate in such health, group insurance, welfare, pension, and other
employee benefit plans, programs and arrangements as are made generally
available from time to time to senior executives of the Company during the term
of his severance period.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed as a part of this report.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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