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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On June 16, 2017, RF Industries, Ltd. (“we,”
“us,” “our” or the “Company”) entered into an employment letter agreement (the “Agreement”)
with Robert D. Dawson, under which Mr. Dawson will serve as the Company’s President and Chief Executive Officer, effective
July 17, 2017 (the “Start Date”).
Under the Agreement, we have agreed to pay
Mr. Dawson an annual base salary of $250,000. Mr. Dawson will also be eligible to participate in the Company’s annual bonus
plan, pursuant to which he will have the opportunity to earn a year-end bonus equal to fifty percent (50%) of his annual base salary
(the “Annual Bonus”). The actual bonus paid may be higher or lower than the Annual Bonus based on the over- or under-achievement
of Company and individual objectives as determined by the Company’s Board of Directors or its Compensation Committee. It
is currently anticipated that 80% of Mr. Dawson’s Annual Bonus will be based on the Company’s performance and 20% will
be based on the achievement of individual objectives.
In addition, as of the Start Date, Mr. Dawson
will receive stock options to purchase 100,000 shares of the Company’s common stock. The award will be subject to the terms
and conditions of the Company’s 2010 Stock Incentive Plan, will have an exercise price based on the trading price on the
Nasdaq Stock Market on the Start Date, and will vest as to 10,000 shares per year, with 10,000 shares vesting on the Start Date
and 10,000 shares vesting on each anniversary thereafter while he is employed by the Company. Mr. Dawson is also entitled under
the Agreement to be paid or reimbursed up to an aggregate of $75,000 in relocation expenses, and is eligible to participate in
the employee benefit plans and programs generally available to the Company’s senior executives, subject to the terms and
conditions of such plans and programs.
The term of the Agreement is one year. After
the first anniversary of the Start Date, Mr. Dawson’s employment will automatically renew, and his period of employment will
automatically be extended for an additional one-year period, unless either party provides the other party with written notice of
non-renewal at least sixty (60) days prior to the date of automatic renewal. Upon a Change of Control Transaction (as defined in
the letter agreement), all of Mr. Dawson’s time based stock options shall immediately vest, whether or not his employment
is terminated. If at the time of a Change of Control Transaction Mr. Dawson’s employment is terminated by the Company for
any reason other than Cause (as defined), Mr. Dawson will be entitled to receive a change of control cash payment in an amount
equal to 12 months of his salary
Since 2014, Mr. Dawson, 43, served as the
President and Chief Executive Officer of Vision Technology Services, an information technology consulting and project management
company. From 2007 to 2013, Mr. Dawson was employed at TESSCO Technologies, Inc., a publicly traded distributor of wireless products
and services. While at TESSCO, he held multiple executive roles in sales, marketing, product management and strategy, culminating
with being Vice-President of Sales. He joined TESSCO through the 2007 acquisition of NetForce Solutions, a technology training
and consulting firm that he co-founded in 2000 and led as the Chief Executive Officer for seven years. Mr. Dawson received his
Bachelor’s degree in Business Administration, with an emphasis in Marketing, from Hillsdale College.
There are no arrangements or understandings
between Mr. Dawson and any other persons pursuant to which he was chosen as an officer of the Company. There are no family relationships
between Mr. Dawson and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company
to become a director or executive officer. Mr. Dawson is not a party to any current or proposed transaction with the Company for
which disclosure is required under Item 404(a) of Regulation S-K.
Howard Hill, who has served and the Company’s
interim President and Chief Executive Officer of the Company since October 31, 2016, will resign from those offices concurrently
with the start of Mr. Dawson’s employment. Mr. Hill agreed to serve as the interim President and Chief Executive Officer
of the Company until a new President and Chief Executive Officer is hired, and further agreed to serve as the interim President
and Chief Executive Officer without any compensation. Mr. Hill will, however, continue to serve on the Company’s Board of
Directors.