5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
December 3, 2019, Sigma Labs, Inc. (“we,” “our,” “us” or the “Company”) entered
into an employment letter agreement with Mark Ruport, effective as of December 3, 2019 (the “Effective Date”), pursuant
to which Mr. Ruport has agreed to serve as our Executive Chairman on an “at-will” basis. Additionally, Mr. Ruport
was appointed to serve as a member of our Board of Directors, effective as of December 3, 2019, with a term expiring
at the 2021 annual meeting of stockholders.
the employment letter agreement, Mr. Ruport is entitled to (i) an annual base salary of $155,000 (such base salary is not subject
to decrease, but may be increased in the discretion of the Company’s Compensation Committee of the Board of Directors based
on annual or special case assessments of Mr. Ruport’s performance and other factors), (ii) all benefits that we elect
in our sole discretion to provide from time to time to our other executive officers, and (iii) a grant of (1) a five-year stock
option to purchase up to 100,000 shares of common stock of the Company, which will have an exercise price equal to the closing
price of the Company’s common stock on the Effective Date, and will vest and become exercisable in full on the first month’s
anniversary of the Effective Date, and (2) a five-year stock option to purchase up to 400,000 shares of common stock of the Company,
which will have an exercise price equal to the closing price of the Company’s common stock on the Effective Date, and will
vest and become exercisable in equal (as closely as possible) monthly installments over three years from the Effective Date, provided,
in each case, that Mr. Ruport remains an employee of the Company through such vesting date.
options will be on such other terms and provisions as are contained in the Company’s standard form nonqualified stock option
agreement; provided, however, that (x) upon the occurrence of a Change of Control (as defined in the employment letter agreement),
any unvested portion of the options as of the date of such Change of Control will immediately and automatically vest; provided,
however, that, the options may be assumed or, in the discretion of the Board of Directors, an equivalent option may be substituted
by an applicable successor corporation or any subsidiary of the successor corporation in connection with a Change of Control),
and (y) in the event that the Board of Directors determines that Mr. Ruport is unable to perform his duties as the Company’s
Executive Chairman due to an accident, illness or other event or condition which physically or mentally incapacitates him for
a period of 45 consecutive days (“Disability”), if he ceases to be employed by the Company as a result of a Disability,
the options will continue to vest and remain exercisable for the 5-year term of the options in accordance with the terms of the
during the term of his employment, Mr. Ruport will be eligible to receive one or more bonuses relating to each fiscal year in
recognition of his achievement of individual and Company goals established by the Board of Directors from time to time. However,
the decision to provide any such bonuses and the amount and terms of any such bonuses will be in the sole discretion of the Board
Prior to joining the Company,
Mr. Ruport, age 67, served since 2010 as the President of Step Function Consulting, LLC, a consulting firm that
provides strategic consulting services to early and mid-stage portfolio software companies. Mr. Ruport also served from 2014 to
2017 as the Executive Chairman of the Board of Directors of Content Analyst Company, a leading developer of advanced analytics
software for searching and analyzing unstructured text, and before that served as its Vice Chairman from 2012 to 2013. From 2005
to 2009, Mr. Ruport served as the President and Chief Executive Officer of Configuresoft, Inc., a venture-backed Enterprise Systems
Management company, where he orchestrated an OEM agreement which later led to its acquisition by EMC Corp. Prior to Configuresoft,
Mr. Ruport served from 2004 to 2005 as the Executive Vice President of Worldwide Operations at Stellent, Inc., which was subsequently
acquired by Oracle, Inc., and from 1995 to 2005 as the President, Chief Executive Officer and Chairman of the Board of Directors
of Optika, Inc., a venture-backed Enterprise Content Management Company that he led through its initial public offering and merger
with Stellent, Inc. From 1990 to 1994, Mr. Ruport served as the President and Chief Executive Officer of Interleaf, Inc., a public
software company. He also held various senior executive positions from 1985 to 1989 at Informix, Inc., a relational database management
system company later acquired by IBM, and from 1985 to 1989 at Cullinet, Inc., a mainframe database management system and enterprise
resource planning company later acquired by Computer Associates, Inc. Mr. Ruport received his Bachelor of Science degree and MBA
from Bowling Green State University.
are no arrangements or understandings between Mr. Ruport and any other persons pursuant to which he was chosen as Executive Chairman
of the Company. There are no family relationships between Mr. Ruport 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. Ruport 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.
foregoing description of Mr. Ruport’s employment letter agreement does not purport to be a complete description of the terms
and conditions therein. The full text of such agreement will be filed as an exhibit to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2019.
December 3, 2019, the Company issued a press release announcing the appointment of Mr. Ruport. A copy of the press release is
attached to this Report as Exhibit 99.1 and is incorporated herein by reference. The information furnished under Exhibit 99.1
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by
reference in any previous or subsequent filing by the company under the Securities Act of 1933 or the Exchange Act, regardless
of the general incorporation language of such filing, except as specifically stated in such filing.