ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On December 2, 2016, Edgewater Technology, Inc. (the Company)
entered into a Third Amendment to Employment Agreement (each, a Third Amendment and collectively, the Third Amendments) with each of Shirley Singleton, the Companys President and Chief Executive Officer, and David
Clancey, the Companys Executive Vice President, Chief Strategy Officer and Chief Technology Officer (each, an Employee). The Third Amendments amend term, salary and severance provisions in each Employees respective Employment
Agreement with the Company, dated as of June 12, 2007, which was subsequently amended on December 17, 2010 and December 4, 2013 (each, as amended, an Employment Agreement and collectively, the Employment
Agreements).
Third Amendments
Each Third Amendment extends the term of the respective Employment Agreement for an additional term commencing on January 1, 2017 and
continuing until December 31, 2017, unless terminated sooner in accordance with the termination provisions of the applicable Employment Agreement. Prior to the Third Amendments, the terms of the Employment Agreements would have expired as of
December 31, 2016.
The Third Amendments did not change the current annual base salary amounts for Ms. Singleton or
Mr. Clancey. The Third Amendments incorporated the current annual base salary levels of the Employees, subject to potential future increases based upon the review and determination of the Companys Compensation Committee:
Ms. Singleton, $450,000 and Mr. Clancey, $400,000. Prior to the Third Amendments, the Employment Agreements provided for minimum base salaries of $425,000 and $375,000 for Ms. Singleton and Mr. Clancey, respectively, which
salaries were increased by the Companys Compensation Committee to $450,000 and $400,000, respectively, effective as of January 1, 2015.
Each Third Amendment also provides that, the failure of the Company, at any time subsequent to December 2, 2016, to renew the Employment
Agreement upon all of the same terms and conditions set forth therein for a period of at least one (1) year shall be deemed to be a termination by the Company of the Employee which is not for Cause (as defined in the Employment Agreement); and,
in such event, upon the expiration of the term of the Employment Agreement, the Employee shall be entitled to the following severance benefits. If such termination by non-renewal occurs prior to a Change in Control (as defined in the Employment
Agreement), the Company is required to (1) make a lump sum payment equal to two times the Employees annual base salary in effect at the time of such termination plus an amount equal to the Employees bonus target for the calendar
year immediately preceding the calendar year in which termination of employment occurs (in no event will the bonus paid exceed one years annual base salary for the Employee), (2) accelerate the vesting of all options and restricted stock
awards so that all unvested options and restricted stock awards shall become immediately vested and exercisable, and (3) continue the Employees healthcare, life insurance and disability coverage for a period of two years following such
termination. If such termination by non-renewal occurs following a Change in Control, (y) the Employee is entitled to the same severance benefits noted above and (z) the
non-competition, non-solicitation and confidentiality provisions in the Employment Agreement shall apply for only six months from the effective date of termination rather than twelve months. The Employee shall not be entitled to any of the foregoing
severance benefits if the Employment Agreement is terminated by the Company for Cause prior to the expiration date of the Employment Agreement.
The description of the Third Amendments is qualified in its entirety by reference to the complete agreements, copies of which are filed
herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference.