Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
New Executive Officer
Effective September 14, 2020, Hudson Technologies,
Inc. (the “Company”) appointed Kenneth Gaglione as its Vice President - Operations.
Mr. Gaglione, age 59, most recently served
as Global Marketing Director for aftermarket refrigerants at Honeywell International, Fluorine Products Division from 2018 to 2020.
He served in a number of other capacities at Honeywell International from 2011, including Global Business Director – Aerosol
& Solvents from 2015-2017, Senior Marketing Manager, Refrigerants from 2013-2014 and Global Product Manager/Senior Marketing
Manager, Structural Enclosures from 2011-2013. Before joining Honeywell Mr. Gaglione had extensive experience marketing and developing
advanced electronic packaging materials with Rohm and Haas’ Electronic Materials division and Ciba-Geigy’s Photopolymers
division. Mr. Gaglione received a B.S. in Chemistry from the State University of New York and an MBA in Marketing from the University
of California, Irvine.
On September 14, 2020, Mr. Gaglione
was issued a five-year stock option to purchase 135,135 shares of Company common stock at an exercise price of $1.23 per
share, vesting one-half on the date of grant and one-half on the first anniversary of the date of grant, subject to continued
employment.
The Company also entered into an agreement
with Mr. Gaglione dated September 14, 2020, pursuant to which Mr. Gaglione has agreed to certain covenants and restrictions, which
include an agreement that Mr. Gaglione will not compete with us in the United States for a period of six months after his termination
of employment for any reason. The agreement also provides that in the event of his involuntary separation without cause, or in
the event of his voluntary separation for a good reason as enumerated in the agreement, Mr. Gaglione will receive severance payments,
in the form of the continuation of his annual base salary and benefits for a period of six months, and, subject to performance
criteria, a lump sum payment equivalent to the highest bonus paid to him in the three years prior to his termination, pro-rated
to the date of his termination.
The description of the foregoing agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement which is filed
as Exhibit 10.1 to this Report.
On September 14, 2020, the Company issued
a press release with respect to the foregoing which is attached hereto as Exhibit 99.1.
New Section 16 Officer
Effective September 14, 2020, the Company
appointed Kathleen L. Houghton, its Vice President – Sales and Marketing, as an executive officer for reporting purposes
under Section 16 of the Securities Exchange Act of 1934, as amended.
Ms. Houghton, age 47, has been Vice President
- Sales and Marketing of the Company since May 2019 and joined Hudson in November 2014 as Director of Marketing. She has over 25
years of marketing experience within industrial manufacturing companies. Her previous roles include 16 years with Kidde-Fenwal/United
Technologies, including Director of Marketing Global Suppression. Other prior positions include Vice President, Marketing at C&M
Corporation and Vice President, Sales & Marketing at Safety Hi-Tech USA. Ms. Houghton holds an MBA from Boston University as
well as a Bachelor of Mechanical Engineering (Hons) and a Bachelor of Commerce (Marketing) from Monash University in Australia.
The Company is a party to an amended and
restated agreement with Ms. Houghton, dated September 30, 2019, pursuant to which Ms. Houghton has agreed to certain covenants
and restrictions, which include an agreement that Ms. Houghton will not compete with the Company in the United States for a period
of twelve months after her termination for any reason. The agreement provides that Ms. Houghton is entitled to sick leave for up
to one hundred twenty days with continuation of at least 75% of Ms. Houghton’s salary after the commencement of her sick
leave. The agreement also provides that in the event of her involuntary separation without cause or in the event of her voluntary
separation for a good reason as enumerated in the agreement, Ms. Houghton will receive severance payments, in the form of the continuation
of her annual base salary and benefits for a period of twelve months, and, subject to performance criteria, a lump sum payment
equivalent to the highest bonus paid to her in the three years prior to her termination, pro-rated to the date of her termination.
The description of the foregoing agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement which is filed
as Exhibit 10.2 to this Report.
On September 16, 2020, the Company
issued a press release with respect to the foregoing which is attached hereto as Exhibit 99.2.