Current Report Filing (8-k)
08 September 2016 - 6:07AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
September 2, 2016
Image Sensing Systems, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 000-26056 41-1519168
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota 55104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(651) 603-7700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions 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 CFR 240.14a-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 240.13e-4(c))
Section 5 – Corporate
Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) On September
2, 2016, the Company entered into an Employment Agreement (the “2016 Employment
Agreement”) with Mr. Ehrich, as the Company’s Chief Financial Officer, effective
August 25, 2016. The 2016 Employment Agreement provides for a base salary for
the year ending December 31, 2016 of $180,000. Mr. Ehrich is entitled to
insurance and other benefits in accordance with the Company’s standard and
executive benefits.
Under the 2016
Employment Agreement, Mr. Ehrich is an at-will employee of the Company, and his
employment may be terminated by the Company or Mr. Ehrich at any time.
The 2016 Employment
Agreement provides for the following compensation and benefits upon termination
of employment:
·
If the termination of employment
is voluntary on the part of Mr. Ehrich for any reason, the Company must pay to
Mr. Ehrich all earned unpaid amounts due to him for salary through the
termination date.
·
If the termination of employment
is “With Cause” as defined in the 2016 Employment Agreement, Mr. Ehrich will
not be entitled to any severance. Mr. Ehrich shall have thirty days to cure
any alleged breach, failure, or misconduct as defined in the 2016 Employment
Agreement after the Company provides Mr. Ehrich written notice of the actions
or omissions constituting such breach, failure, or misconduct.
·
If the termination is “Without
Cause” as defined in the 2016 Employment Agreement, Mr. Ehrich will be entitled
to six months of salary continuation, without eligibility for bonus.
Under
the 2016 Employment Agreement, the Company will be obligated to make payments
and provide benefits to Mr. Ehrich if his employment is terminated Without
Cause only if Mr. Ehrich has signed a release agreement in the form to be
provided by the Company.
The
foregoing description of the 2016 Employment Agreement is qualified in its
entirety by reference to the 2016 Employment Agreement, a copy of which is filed
as an exhibit to this Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
The following documents are hereby filed as exhibits to this Current Report on Form 8-K:
Exhibit No.
10.1 Employment Agreement dated as of August 25, 2016 between the Company and Richard A. Ehrich.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Image
Sensing Systems, Inc.
Date: September 7, 2016
By
/s/ Richard A. Ehrich
Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer)
Exhibit Index
Exhibit No.
10.1 Employment Agreement dated as of August 25, 2016 between the Company and Richard A. Ehrich.
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