Delaware
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77-0444317
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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In addition, on December 20, 2013, the Company entered into an Executive Employment Agreement with Brian Nelson (the "Agreement"). Under the Agreement, Mr. Nelson will serve as Executive Vice-President, Chief Financial Officer and Company Secretary of the Company effective December 20, 2013.
There are no family relationships between Mr. Nelson and any executive officers or directors of the Company, nor any arrangement or understanding between him and any other person pursuant to which he was selected to be an officer of the Company.
Under the Agreement, Mr. Nelson will be based in the Company's headquarters in California and will be paid an annual base salary of $295,000. He will be eligible to participate in the Company's bonus program for core management executive officers and benefit programs, as in effect from time to time, and will be provided with a Company car in accordance with the Company policy. On December 20, 2013, Mr. Nelson was granted options to purchase 500,000 shares of the Company's common stock at an exercise price equal to the closing price of such stock on the NASDAQ Stock Market on such date.
The initial term of the Agreement is 36 months, and may be extended by mutual consent at any time prior to the expiration of the initial term. The Company or Mr. Nelson may terminate the Agreement at any time without cause upon 12 months' prior written notice. From the time of such notice to the end of the 12-month notice period, Mr. Nelson would continue to receive his then-current fixed salary and any bonus payments. The Company may terminate the Agreement for cause at any time without notice and without any payment in lieu of notice. Under the terms of the Agreement, if the Company (or its successor) terminates Mr. Nelson without cause within 12 months following a Change of Control, as defined in the Agreement, and Mr. Nelson executes a general release which is not revoked on or before 60 days following the date of termination, then: (i) Mr. Nelson will be entitled to receive a severance payment equal to 200% of his then-current fixed salary on the 30th day following the date of termination; (ii) reimbursement for healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") until the earliest of (a) the date Mr. Nelson is no longer eligible to receive continuation coverage pursuant to COBRA, (b) twelve (12) months following such termination, or (c) for such shorter period until Mr. Nelson obtains new employment offering health insurance coverage; and (iii) all equity awards granted prior to the Change of Control shall accelerate and become vested and exercisable as of the 30th day following the date of termination. The foregoing Change of Control provisions may be subject to a future shareholder advisory vote in accordance with Section 14A of the Securities Exchange Act of 1934, as amended.
The Agreement contains customary provisions relating to confidential information, non-competition and non-solicitation. A copy of the Agreement is filed with this Report as Exhibit 10.2 and is incorporated herein by reference.
The Company also intends to enter into its standard form of director and officer indemnification agreement with Mr. Nelson, which is filed as Exhibit 10.1 to the Company's Current Report of Form 8-K filed on March 25, 2009 and is incorporated by reference herein.
10.1 Second Amendment to Executive Employment Agreement, dated as of December 20, 2013, by and between Identive Group, Inc. and David Wear.
10.2 Executive Employment Agreement, dated as of December 20, 2013, by and between Identive Group, Inc. and Brian Nelson.
99.1 Press Release, dated December 27, 2013.
Identive Group, Inc.
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Date: December 27, 2013
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By:
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/s/ Jason Hart
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Jason Hart
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Chief Executive Officer
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Exhibit No.
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Description
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EX-99.1
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Press Release, dated December 27, 2013
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EX-10.1
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Second Amendment to Executive Employment Agreement, dated as of December 20, 2013, by and between Identive Group, Inc. and David Wear
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EX-10.2
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Executive Employment Agreement, dated as of December 20, 2013, by and between Identive Group, Inc. and Brian Nelson
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