Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment
of Whelan Employment Agreement.
On
January 6, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Wireless Telecom
Group, Inc. (the “Company”) approved certain amendments to that certain Employment Agreement between the Company and Timothy
Whelan, the Company’s Chief Executive Officer, dated June 30, 2016 (the “Employment Agreement”). The Compensation Committee
extended the term of the Employment Agreement through December 31, 2023 and increased Mr. Whelan’s bonus target from $200,000 in
2021 to $250,000 for 2022. The Compensation Committee also granted Mr. Whelan 125,000 shares of restricted stock which vest annually
over two years under the Company’s 2021 Long-Term Incentive Plan.
The
Employment Agreement amendment increased Mr. Whelan’s severance benefits from twelve (12) months to fifteen (15) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Whelan’s employment is terminated by the Company without
cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined in the Employment Agreement), in each case,
subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement amendment provides that Mr. Whelan is entitled
to: (i) severance in an amount equal to the sum of fifteen (15) months of his salary as in effect immediately prior to the date of termination,
which is payable in equal installments over a period of fifteen (15) months, and (ii) cash in an amount equal to Mr. Whelan’s annual
cash incentive award opportunity for the applicable year (the “Cash Bonus”), among other things set forth in the Employment
Agreement.
Under
the Employment Agreement amendment, Mr. Whelan is entitled to participate in such health, group insurance, welfare, pension, and other
employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company
during the term of his severance period.
Amendment
of Kandell Employment Arrangement and Termination Agreement. The Compensation Committee also approved certain amendments to the
terms of its employment arrangement and termination agreement with Michael Kandell, the Company’s Chief Financial Officer. The
Compensation Committee increased Mr. Kandell’s base salary from $242,500 in 2021 to $260,000 for 2022 and also increased Mr. Kandell’s
bonus target from $100,000 in 2021 to $150,000 for 2022. The Compensation Committee also granted Mr. Kandell 75,000 shares of restricted
stock which vest annually over two years under the Company’s 2021 Long-Term Incentive Plan.
The
employment arrangement amendment increased Mr. Kandell’s severance benefits from nine (9) months to twelve (12) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Kandell’s employment is terminated by the Company for
a reason other than death, Disability or Cause, or should Mr. Kandell resign for Good Reason (as defined in the Company’s 2021
Long-Term Incentive Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Kandell
will be paid: (i) severance in an amount equal to the sum of twelve (12) months of his salary as in effect immediately prior to the date
of termination, which is payable in equal installments over a period of twelve (12) months, and (ii) cash in an amount equal to Mr. Kandell’s
annual cash incentive award opportunity for the applicable year (the “Cash Bonus”), among other benefits under the
employment arrangement.
Under
the employment arrangement amendment, Mr. Kandell is entitled to participate in such health, group insurance, welfare, pension, and other
employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company
during the term of his severance period.
Amendment
of Monopoli Employment Arrangement and Termination Agreement. The Compensation Committee also approved certain amendments to
the terms of its employment arrangement and termination agreement with Daniel Monopoli. In connection with the previously disclosed sale
of the Company’s Microlab business and the resulting reorganization of the Company around two operating segments, Test & Measurement
(“T&M”) and Radio, Baseband, Software (“RBS”), Mr. Monopoli’s role is being changed from the Company’s
Chief Technology Officer to Senior Vice President, General Manager of the T&M segment. The Compensation Committee increased Mr. Monopoli’s
base salary from $235,000 in 2021 to $260,000 for 2022 and also increased Mr. Monopoli’s bonus target from $100,000 in 2021 to
$150,000 for 2022. The Compensation Committee also granted Mr. Monopoli 50,000 shares of restricted stock which vest annually over two
years under the Company’s 2021 Long-Term Incentive Plan.
The
employment arrangement amendment increased Mr. Monopoli’s severance benefits from six (6) months to nine (9) months and provided
for a fixed, rather than discretionary severance bonus. As a result, if Mr. Monopoli’s employment is terminated by the Company
for a reason other than death, Disability or Cause, or should Mr. Monopoli resign for Good Reason (as defined in the Company’s
2021 Long-Term Incentive Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr.
Monopoli will be paid: (i) severance in an amount equal to the sum of nine (9) months of his salary as in effect immediately prior to
the date of termination, which is payable in equal installments over a period of nine (9) months, and (ii) cash in an amount equal to
Mr. Monopoli’s annual cash incentive award opportunity for the applicable year (the “Cash Bonus”), among other
benefits under the employment arrangement.
Under
the employment arrangement amendment, Mr. Monopoli is entitled to participate in such health, group insurance, welfare, pension, and
other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the
Company during the term of his severance period.