Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - VirtualScopics, Inc. | v384694_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - VirtualScopics, Inc. | v384694_ex10-1.htm |
UNITED STATES
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) | July 25, 2014 (July 23, 2014) |
| VIRTUALSCOPICS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
| (State or other jurisdiction of incorporation) |
| 000-52018 | 04-3007151 |
| (Commission File Number) | (IRS Employer Identification No.) |
|
500 Linden Oaks, Rochester, New York |
14625 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | (585) 249-6231 |
| (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 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 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement |
The information contained in Item 5.02 is hereby incorporated by reference into this Item 1.01.
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 |
On July 23, 2014 (the “Effective Date”), Eric T. Converse, who has served as a director of VirtualScopics, Inc. (the “Company”) since August 2013 and as Interim President and Chief Executive Officer of the Company since October 2013, was appointed President and Chief Executive Officer of the Company. The Company entered into an employment agreement with Mr. Converse (the “Executive Employment Agreement”), pursuant to which Mr. Converse agreed to serve as the Company’s President and Chief Executive Officer. The Executive Employment Agreement sets forth the terms and conditions of Mr. Converse’s employment with the Company.
The term of the Executive Employment Agreement begins as of the Effective Date, and will be extended automatically for one-year periods so long as Mr. Converse remains fully employed by the Company. Mr. Converse will receive an annual salary of $325,000 during the term of the Executive Employment Agreement. Mr. Converse is also eligible to receive an annual incentive bonus tied to the achievement of Company goals approved by the Compensation Committee of the Company’s Board of Directors. Mr. Converse is eligible to participate in such health, medical and dental, disability and other executive benefit plans as are afforded to other executive officers of the Company. On the Effective Date, Mr. Converse was granted an option to purchase 87,017 shares of the Company’s common stock. If Mr. Converse remains employed by the Company on the date that is twelve months after the Effective Date, the Company will award an option to purchase an additional 87,017 shares, and if employed twenty-four months after the Effective Date, then the Company will also award an option to purchase an additional 43,510 shares. Each award is subject to the terms of the Company’s Amended and Restated 2006 Long-Term Incentive Plan. The options will vest at the rate of 25% on each anniversary of each award while Mr. Converse is employed by the Company.
The Executive Employment Agreement provides that if the Company terminates Mr. Converse’s employment without cause, then the Company is required to pay his annual salary and benefits for a period of six months. If a Change in Control (as defined in the Executive Employment Agreement) occurs on or before the third anniversary of the Effective Date, then the Company is required to pay Mr. Converse an amount equal to 75% of his annual salary for the year in which the Change in Control occurs.
In connection with the Executive Employment Agreement, Mr. Converse and the Company entered into an agreement regarding confidentiality and non-competition (the “Confidentiality and Non-Competition Agreement”), pursuant to which Mr. Converse agreed to provisions for the protection of the Company’s confidential information for an indefinite period, and non-competition and non-solicitation provisions for a period of one year after the termination of his employment with the Company.
The foregoing summaries of the Executive Employment Agreement and Confidentiality and Non-Competition Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Executive Employment Agreement and Confidentiality and Non-Competition Agreement, which are attached to this report as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits
| 10.1 | Employment Agreement, dated July 23, 2014, between VirtualScopics, Inc. and Eric T. Converse |
| 10.2 | Confidentiality and Non-Competition Agreement, dated July 23, 2014, between VirtualScopics, Inc. and Eric T. Converse |
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.
| VIRTUALSCOPICS, INC. | |||
| Date: July 25, 2014 | |||
| By: | /s/ James Groff | ||
| Name: James Groff Title: Acting Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Employment Agreement, dated July 23, 2014, between VirtualScopics, Inc. and Eric T. Converse | |
| 10.2 | Confidentiality and Non-Competition Agreement, dated July 23, 2014, between VirtualScopics, Inc. and Eric T. Converse |