KALTURA INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Item 9B. Other Information
(a) On February 20, 2024, the Company and Ron Yekutiel, the Company’s Chairman, Chief Executive Officer and President, entered into amendments (each, an “Amendment” and collectively, the “Amendments”) to (i) the Employment Agreement, dated as of May 1, 2012, as amended, by and between Kaltura Ltd. and Mr. Yekutiel (the “Yekutiel Employment Agreement”), (ii) the Consulting Agreement, dated as of January 1, 2018, as amended, by and between the Company and Mr. Yekutiel (the “Yekutiel US Consulting Agreement”) and (iii) the Consulting Agreement, dated as of May 1, 2014, as amended, by and between Kaltura Europe Limited and Mr. Yekutiel (the “Yekutiel UK Consulting Agreement”).
Pursuant to the Amendments, under the Company’s 2024 Executive Compensation Plan, Mr. Yekutiel will receive up to 326,000 restricted stock units (the “MBO RSUs”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”), which shall vest in full based upon achievement of 100% of certain performance targets set forth in the 2024 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $220,500, which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets. Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate achievement of the performance targets and determine the number of MBO RSUs that will vest, and the amount of annual “stretch” bonuses that will be paid to Mr. Yekutiel.
Further, under the 2024 Executive Compensation Plan and the 2021 Plan, Mr. Yekutiel will be entitled to receive 2,746,000, restricted stock units (the “LTI RSUs”). The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2024 with the first quarterly vesting date on March 1, 2024, subject to continued employment through the vesting date. In the event of a termination of service of Mr. Yekutiel without Cause or by Mr. Yekutiel for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by him will become vested in full on the date of such termination.
In addition, under the Amendment to the Yekutiel Employment Agreement, effective as of January 1, 2024, Mr. Yekutiel’s annual base salary shall be increased by NIS 110,670 to an aggregate amount of NIS 659,598.
The foregoing descriptions of the Amendments are not complete and are qualified in their entirety by reference to the full and complete terms contained in the respective Amendment, copies of which are filed as Exhibits 10.20, 10.21 and 10.22 respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.
(b) During the three months ended December 31, 2023, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item in Item 408(a) of Regulation S-K:
| Director/Sec. 16 Officer | Action | Date | Trading Arrangement | Total Shares to be Sold | Expiration Date |
|---|---|---|---|---|---|
| Rule 10b5-1* | Non-Rule 10b5-1** | ||||
| Michal Tsur | Adopt | 12/13/2023 | Y | 1,800,000.00 | 12/31/2024 |
- Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
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