RCM TECHNOLOGIES INC
For the period ended Dec 28, 2024. Filed Mar 13, 2025.
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FY2024 · Filed Mar 13, 2025
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Item 9B. OTHER INFORMATION
(a) ** Form8-K Disclosure**
On* March 12, 2025,the Company and Mr. Vizi entered into an amendment and restatement of his Executive Severance Agreement dated June 1, 2018,which was filed as an exhibit to the Company’s Current Report on Form8*-K dated* June 7, 2018 (*the "Severance Agreement").
The amended and restated agreement modified:
| ● | the amount that Mr. Vizi would receive if either (a) he is involuntarily terminated by the Company for any reason other than "Cause" (as defined in the Severance Agreement), "Disability" (as defined in the Severance Agreement) or death, or (b) he resigns for "Good Reason" (as defined in the Severance Agreement), and, in each case, the termination is not a "Termination Related to a Change in Control" (as defined in the Severance Agreement). Mr. Vizi will receive, among other amounts, the following severance payments in such event (the changes made by the amendment and restatement are noted): |
| o | an amount equal to 2.0 times (modified by the amendment and restatement from 1.5 times) the sum of (a) Mr. Vizi's annual base salary as in effect immediately prior to the termination date (before taking into account any reduction that constitutes Good Reason) ("Annual Base Salary") and (b) highest annual bonus paid to Mr. Vizi in any of the five fiscal years immediately preceding Mr. Vizi's termination date or the amount that would be granted to him for the subsequent year, at target (modified by the amendment and restatement to increase the measurement period from three to five years and to add the subsequent year at target), which for all purposes under the Severance Agreement shall be deemed to include the grant date fair value of any restricted stock units granted subject to time-based or performance-based vesting (modified by the amendment and restatement to add performance-based equity, rather than only time-based) only to time-based vesting ("Bonus"), to be paid in installments over the twelve-month period following Mr. Vizi's termination date; and |
| ● | the multiplier applicable to the amount that Mr. Vizi would receive, if a Change in Control occurs and he experiences a qualifying termination, from 2.0 times, as set forth in the original Severance Agreement, to 2.99 times, with the definition of Bonus for the purpose of such calculation modified as described above. |
The foregoing description of the amendment and restatement to the Severance Agreement is qualified in its entirety by the full text of the Amended and Restated Executive Severance Agreement, a copy of which is filed herewith as Exhibit10(m).
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| ITEM 9B. | OTHER INFORMATION (CONTINUED) |
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(b) ** Rule10b5-1 Trading Plans**
As disclosed in the table below, during thethree months ended* December 28, 2024,certain of the Company’s directors and officers (as defined in Rule16a*-1(f) under the Exchange Act) adopted a “Rule10b5-1 trading arrangement” (as defined in Item408(a) of Regulation S-K):
| Name · Position · Action · Adoption Date · Expiration Date · Aggregate Numbers of Common Stock to be Purchased/Sold | ||||||
|---|---|---|---|---|---|---|
| Bradley S. Vizi | ExecutiveChairman &President | Adopted | December 7, 2023 | March 7, 2026 | 650,000 | (1) |
| Michael Saks | DivisionPresident, HealthCare Services | Adopted | December 5, 2023 | December 1, 2024 | 18,000 | (1) |
| Kevin D. Miller | ChiefFinancialOfficer | Adopted | January 1, 2025 | December 31, 2026 | 183,600 | (1) |
(1) The aggregate number of shares that can be sold under the plan is allocated into a series of tranches that would be sold at laddered prices as outlined in the plan.
Other than as disclosed above,no other officer or director of the Company adopted, terminated, or modified a “Rule10b5-1 trading arrangement” or a “non-Rule10b5-1 trading arrangement” (as defined in Item408(a) of Regulation S-K).
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