Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers
(c)
On December 31, 2006,
GlobalSCAPE, Inc. (the Company) dissolved GlobalSCAPE Texas, Ltd. (GlobalSCAPE
Texas) and merged three of its wholly-owned subsidiaries, GS General, LLC, a
Texas limited liability company, GlobalSCAPE Limited, LLC, a Texas limited
liability company and Availl, Inc., a Delaware corporation (Availl),
into the Company as part of an internal consolidation of legal entities. In conjunction with the merger, the Company
entered into Employment Agreements (Employment Agreements), effective as of January 1,
2008, with executive officers serving at the vice president level and above, including
the following named executive officers: Kelly
E. Simmons, Chief Financial Officer; Timothy J. Barton, Senior Vice President
of Operations; Jeffrey Gehring, Vice President of Sales; and K. Earl Posey,
Vice-President of Investor Relations/Business Operations (each, an Employee).
Each
Employment Agreement provides that the Employees base salary and other
compensation will be set by the Board of Directors, in its sole discretion, and
that prior to a Change of Control, the employment is at will. A Change of Control occurs under the
Employment Agreements when (a) any person or group (as such terms are
used in Section 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended) is or becomes the beneficial owner, directly or
indirectly, of securities representing 50% or more of the combined voting power
of the Companys then outstanding securities, (b) any person or group
shall make a tender offer or an exchange offer for 50% or more of the combined
voting power of the Companys then outstanding securities, (c) at any time
during any period of two consecutive years, individuals who at the beginning of
such period constituted the board of directors of the Company cease for any
reason to constitute a majority of the board, (d) the Company shall
consolidate, merge or exchange securities with any other entity where the
stockholders of the Company immediately before the effective time of such
transaction do not beneficially own, immediately after the effective time of
such transaction, shares or other equity interests entitling such stockholders
to a majority of all votes, or (e) any person or group acquires 50% or
more of the Companys assets. Each
Employment Agreement provides that if the Employees employment with the
Company terminates under certain circumstances within one (1) year following
a Change of Control or if, following the Change of Control, the Employment
Agreement is extended for one (1) year renewal terms, upon termination of
the Employee the Company shall pay the Employee an amount equal to the
remainder of the Employees base salary in effect at the date of termination for
the remainder of the then current term.
The
description of the material terms of the Employment Agreements is qualified by
reference to the form of Employment Agreement which is filed as Exhibit 10.1
hereto, and incorporated by reference herein.
Additionally,
Availl, in connection with its merger with and into the Company, assigned its
rights under its Employment Agreement with Ellen Ohlenbusch, dated as of September 22,
2006 (Ohlenbusch Employment Agreement) to the Company, effective as of January 1,
2008. Ms. Ohlenbusch will serve as
the Vice President of Marketing and
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Strategic
Alliances of GlobalSCAPE for the remainder of the two (2) year term of the
Ohlenbusch Employment Agreement. As we
expect Ms. Ohlenbusch to be a named executive officer in this years proxy
statement, we are providing the following description of the material terms of
the Ohlenbusch Employment Agreement, which is qualified by reference to the
Ohlenbusch Employment Agreement which is filed as Exhibit 10.2 hereto, and
incorporated by reference herein.
Pursuant
to the Employment Agreement, Ms. Ohlenbuschs base salary is a weekly rate
of at least $2,788.46, and she is entitled to performance bonuses subject to
performance requirements, comparable to similarly situated executives and to participate
in other benefits made available to the other executives. The Ohlenbusch
Employment Agreement also contains customary covenants by Ms. Ohlenbusch
regarding assignments of inventions, confidentiality, non-competition and
non-solicitation of employees and customers of the Company. If, prior to the expiration of the employment
term and prior to a Change of Control, as defined in the Ohlenbusch Employment
Agreement, the Company terminates Ms. Ohlenbuschs employment without
cause or Ms. Ohlenbusch voluntarily resigns for good reason or if,
following a Change of Control, the Company terminates Ms. Ohlenbuschs
employment, the Company shall be obligated to pay Ms. Ohlenbusch a payment
in an amount equal to the base salary that she would have earned during the
remainder of the employment term.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1
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Form of
Employment Agreement.
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10.2
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Employment
Agreement, dated September 22, 2006, by and between Ellen Ohlenbusch,
Vice President of Marketing and Strategic Alliances and Availl, Inc.
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