ICAD INC: Change of Directors or Principal Officers, Financial Statements and Supporting Documents (Form 8-K)

Section 5.02. Departure of directors or certain managers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


At March 22, 2022, iCAD, Inc. (the “Company”) has entered into an employment contract (the “Employment Contract”) with Stacey Stevens continue to serve as Chief Executive Officer and President of the Company. At Mrs. Stevens compensation will consist of an annual base salary of $400,000starting the
March 1, 2022and a target incentive bonus of up to 75% of his base salary if the Company achieves the goals and objectives determined by the Compensation Committee.

As part of the employment contract, the March 14, 2022the company granted Mrs Stevens an option to purchase 200,000 common shares of the Company at an exercise price of $3.93 per share, being the closing price of the ordinary shares of the Company at the Nasdaq Stock Exchange on the date of grant.

Mrs Stevens is also entitled to customary benefits, including participation in employee benefit plans. The employment contract provides that if her employment is terminated without “cause” or if she is terminated for “cause” (as such terms are defined in the employment contract), then, between other: (i) she will continue to receive an amount equal to her base salary for the 15-month period from the date of her termination; (ii) she will receive the prorated portion of her incentive bonus, if any, earned for the fiscal year of her termination; and (iii) she will receive reimbursement of monthly premiums for continued health benefits for 15 months.

In the event that, within nine months of a “change of control”, At Mrs. Stevens employment is terminated by the Company without “cause”, then: (i) she will continue to receive an amount equal to her base salary for a period of 24 months from the date of her termination; (ii) she will receive the prorated portion of her incentive bonus, if any, earned for the fiscal year of her termination; and (iii) all unvested stock options and other stock awards granted by the Company will vest immediately and become exercisable and remain exercisable for at least one year thereafter.

This description of the employment contract is qualified in its entirety by the agreement filed as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Exhibit
  No.       Description of Exhibit

10.1          Employment Agreement, effective March 1, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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