Aware Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Aware, Inc. (the “Company”) and Robert A. Eckel, the Company’s Chief Executive Officer and President and a member of the Company’s Board of Directors (the “Board”), agreed that Mr. Eckel would leave the Company and the Board, effective December 31, 2024. In connection with Mr. Eckel’s pending departure, the Company entered into a separation agreement with Mr. Eckel on October 30, 2024 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Eckel is entitled to receive the following severance from the Company once the Separation Agreement becomes effective: (i) $318,270, which represents his annual base salary and is payable as salary continuation for twelve months beginning January 1, 2025; (ii) vesting of all time-based stock options and other time-based stock-based awards held by Mr. Eckel that would have vested had he remained employed with Aware through December 31, 2025; (iii) entitlement to any bonus that Mr. Eckel earned in respect of his and the Company’s performance in 2024 based on the currently established bonus metrics approved by the Board; and (iv) continuation of certain health benefit coverage through December 31, 2025. The Separation Agreement includes Mr. Eckel’s agreement not to compete with the Company through December 31, 2025 and a general release by Mr. Eckel of claims against the Company. The description of the Separation Agreement contained herein is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The Board has engaged an executive search firm to identify Mr. Eckel’s successor. Additionally, the Board has appointed an experienced executive strategic advisor who will work closely with Mr. Eckel, the Board, and the Company’s leadership team to refine the Company’s market position, product roadmap and growth strategy. This advisor will provide strategic guidance to help the Company remain competitive, without taking on direct operational responsibilities.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:
(d) EXHIBITS.
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Description
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10.1
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Letter Agreement dated as of October 30, 2024, by and between Aware, Inc. and Robert Eckel
Cover Page Interactive Data File (embedded within XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AWARE, INC. |
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Dated: October 30, 2024 |
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By: |
/s/ David K. Traverse
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David K. Traverse |
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Chief Financial Officer |