Item 5.02.
Departure of Directors or Certain Officers
; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Interim President and Chief Executive Officer
On July 29, 2019, the Company announced that its Board of Directors (the Board) has appointed Wyche T. Tee Green, III as interim President and Chief Executive Officer of the Company, effective immediately. Mr. Green succeeds David W. Sides, who resigned as President and Chief Executive Officer of the Company effective July 29, 2019, to take a position with another company.
Mr. Green, age 46, is currently Chairman of the Board of the Company and the Chairman and Chief Executive Officer of 121G, LLC, a Georgia-based investment company that he founded in 2013 (121G). In addition, Mr. Green is the former Chief Executive Officer and Executive Chairman, as well as Co-Founder, of Greenway Health, LLC, an electronic health record and practice management company. Mr. Green received a bachelors degree in business administration management from Auburn University.
In connection with Mr. Greens appointment, the Company entered into a consulting agreement with 121G Consulting, LLC, an affiliate of 121G (121G Consulting), to provide an assessment of the Companys innovation and growth teams and strategies and to develop a set of prioritized recommendations to be consolidated into a strategic plan for the Companys leadership team. The term of the Agreement is three months through October 2019, and 121G Consulting is expected to receive approximately $100,000 for services rendered under the consulting agreement, as well as reasonable and documented travel and other expenses incurred by 121G Consulting in rendering its services.
There are no family relationships between Mr. Green and any director or executive officer of the Company and, other than the consulting agreement with 121G Consulting described above, there are no related party transactions required to be reported under Item 404(a) of Regulation S-K.
In connection with his appointment as interim President and Chief Executive Officer of the Company, Mr. Green entered into an employment agreement with the Company effective July 29, 2019 (the Employment Agreement), which was approved by the Compensation Committee and the Board of the Company. The term of the Employment Agreement (the Employment Period) is month-to-month, commencing July 29, 2019, continuing on the first day of each successive month, unless Mr. Green or the Company provides written notice at least 15 calendar days prior to the end of the applicable month to the other of his or its intention not to renew the employment. Under the Employment Agreement, Mr. Green is entitled to a monthly base salary of $35,000 for the first three months of the Employment Period and a monthly base salary of $45,000 for each month following the initial three-month period of the Employment Period. Mr. Green was also granted a restricted stock award of 50,000 shares and is entitled to receive a $20,000 cash bonus on the date on which his replacement executes his or her employment agreement to assume the role of President and Chief Executive Officer. In addition, Mr. Green is entitled to employee and executive benefits, reimbursement of expenses and vacation consistent with the benefits provided to executive officers and as otherwise set forth in the Employment Agreement.
If the Employment Agreement is terminated by the Company for any reason, Mr. Green will be entitled to receive: (i) the base salary earned but not yet paid for services rendered to the Company on or prior to the date on which the Employment Period ends; (ii) any business expenses incurred on or prior to the date on which the Employment Period ends that are eligible for reimbursement in accordance with the Companys expense reimbursement policies as then in effect; and (iii) any vested benefits to which he is entitled under the Companys employee benefit plans and any welfare benefits to which he is entitled in accordance with the terms of the Companys welfare plans.
The foregoing description of the Employment Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Employment Agreement which is attached hereto as Exhibit 10.1 and incorporated by reference as if fully set forth herein.
A copy of the press release announcing Mr. Greens appointment as interim President and Chief Executive Officer is attached hereto as Exhibit 99.1.
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