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EX-10.1 - EXHIBIT 10.1 - DETERMINE, INC.ex_122962.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM 8-K 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

 

Date of report (Date of earliest event reported): August 24, 2018

 

 

DETERMINE, INC.

(Exact name of Company as specified in Charter)

 

 

Delaware
(State or other jurisdiction of
incorporation or organization)
 

 

000-29637
(Commission File No.)
 

 

77-0432030
(IRS Employee Identification No.)

 

615 West Carmel Drive, Suite 100

Carmel, Indiana 46032

(Address of Principal Executive Offices)

 

(650) 532-1500
(Issuer Telephone number)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 24, 2018, Determine, Inc. (the “Company”) extended the engagement of Michael Brodsky by entering into an amendment dated August 24, 2018 (the “Amendment”) to his existing employment offer letter pursuant to which he would continue to serve as an employee in a non-executive capacity as Special Advisor to the CEO with an annual salary of $15,000.

 

Pursuant to the Amendment, Mr. Brodsky was granted an option to purchase 75,600 shares of the Company’s common stock and 37,800 restricted stock units under the Company’s 2015 Equity Incentive Plan (the “EIP”), subject to vesting in equal monthly installments over a 12 month period of continuous service monthly. All of the other terms and provisions that were in effect under Mr. Brodsky’s employment offer letter immediately prior to the execution of the Amendment will continue in effect under the Amendment.

 

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit

No.

 

Description

10.1

  

Amendment to Offer Letter dated August 24, 2018 by and between the Company and Michael Brodsky.

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 27, 2018

 

 

DETERMINE, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ John Nolan

 

 

Name:  John Nolan

Title:    Chief Financial Officer

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit

No.

 

Description

10.1

  

Amendment to Offer Letter dated August 24, 2018 by and between the Company and Michael Brodsky.