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| EX-10.1 - MATERIAL CONTRACTS - VERSAR INC | downesc-separationagreeme.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 1, 2017
(June 18, 2017)
VERSAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-9309
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54-0852979
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6850 Versar Center Springfield, Virginia 22151
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(Address of principal executive offices)
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(Zip Code)
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(703) 750-3000
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(Registrant’s
telephone number, including area code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note:
On June 5, 2017, Versar, Inc. (the “Company”) filed a
Current Report on Form 8-K to report the termination of the
employment of Cynthia A. Downes as Executive Vice President, Chief
Financial Officer, Treasurer and Principal Accounting Officer. The
Company is filing this amendment to the Form 8-K to report the
entry into a Separation Agreement and General Release with Ms.
Downes.
Item 1.01
Entry into a Material Definitive Agreement
As previously reported, effective June 1, 2017, the employment of
Cynthia A. Downes, Executive Vice President, Chief Financial
Officer, Treasurer and Principal Accounting Officer of Versar, Inc.
(the “Company”) was terminated by the Company.
Effective June 18, 2017, the Company and Ms. Downes entered into a
Separation Agreement and General Release (the
“Agreement”).
The Agreement provides, among other things, that: (a) Ms. Downes
shall receive a lump sum severance payment in an amount equivalent
to forty (40) weeks of her base salary at the time of termination
in addition to unused vacation time; (b) the Company shall pay, up
to five thousand dollars ($5000), transition services for Ms.
Downes for three (3) months; (c) Ms. Downes shall not, for a period
of six (6) months, directly or indirectly solicit or participate in
the solicitation of any person employed by the Company at any time
within the preceding eighteen (18) months with whom she had direct
contact, nor solicit or participate in the solicitation of any of
the Company’s customers in competition with the
Company’s business; (c) Ms. Downes agrees to release and
waive all claims (both known and unknown) that she may have against
the Company as of June 1, 2017 to the fullest extent allowed by
law. Ms. Downes also continues to be subject to additional
noncompetition and other restrictive covenants set forth in certain
restricted stock unit award agreements entered into by Ms. Downes
and the Company during her employment by the Company.
The preceding descriptions of the Agreement are qualified in their
entirety by reference to the text of the Agreement which is
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Separation Agreement and General Release dated June 12, 2017 and
effective June 18, 2017, by and between Versar, Inc. and Ms.
Downes
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SIGNATURE
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, thereunto duly authorized.
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Dated: June 22, 2017
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VERSAR, INC.
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By:
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/s/ James D. Villa
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James D. Villa
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Senior Vice President and General Counsel
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