UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Chief Executive Officer
On September 12, 2022, Comtech Telecommunications Corp. (the “Company”) and its Chief Executive Officer, Ken Peterman, entered into an Employment Agreement (the "CEO Employment Agreement”) which expires on August 9, 2025. The CEO Employment Agreement was approved by Comtech’s Board of Directors.
According to the CEO Employment Agreement, Mr. Peterman will receive an annual base salary of $750,000, an annual target bonus opportunity equal to 100% of base salary, an annual grant of $500,000 in restricted stock units (vesting in equal annual installments over three years), an annual grant of $750,000 in long-term performance shares (vesting on the third anniversary of the grant date based on achievement of performance objectives relating to Adjusted EBITDA, revenue and the relative total shareholder return of the Company’s common stock), a one-time grant of 200,000 long-term performance shares eligible to vest on the third anniversary of the grant date upon the achievement of certain stock price targets for the Company’s common stock, and a one-time cash sign-on bonus in the amount of $1,000,000 to purchase shares of the Company’s common stock in open market transactions.
The foregoing description of the CEO Employment Agreement and equity incentive award grants does not purport to be complete and is qualified in its entirety by reference to the full text of the CEO Employment Agreement and award agreements, copies of which are filed as Exhibits 10.1 to 10.4 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | CEO Employment Agreement, dated September 12, 2022 |
| 10.2 | Restricted Stock Unit Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan |
| 10.3 | Long-Term Performance Share Award Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan |
| 10.4 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP. | ||
| Dated: September 13, 2022 | ||
| By: | /s/ Michael A. Bondi | |
| Name: Michael A. Bondi | ||
| Title: Chief Financial Officer | ||