Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2023, the Registrant entered into an Amended and Restated Consulting
Agreement with Tracy Clifford Consulting, LLC, for the provision of Tracy
Clifford's services to the Registrant as both CFO of the Registrant and COO of
the Registrant's OmniMetrix, LLC subsidiary (the "2023 Agreement"). In such
capacity, Ms. Clifford acts as a consultant to, and not an employee of, the
Registrant. The 2023 Agreement amends, restates and replaces in its entirety the
Amended and Restated Consulting Agreement dated as of June 1, 2022 by and
between the Registrant and Tracy Clifford Consulting, LLC. The 2023 Agreement
began on June 1, 2023, has a one-year term, and automatically renews for an
additional year upon the expiration of each one-year term unless earlier
terminated as provided therein. Pursuant to the 2023 Agreement, Ms. Clifford
receives cash compensation of $17,500 per month. In the event of termination by
the Registrant other than for cause, Ms. Clifford shall be entitled to a
continuation, for a period of six months following the date of such termination
by the Registrant, of the monthly cash compensation in effect at the time of
such termination by the Registrant. Pursuant to the terms of the 2023 Agreement,
Ms. Clifford also received a grant of options on June 1, 2023, to purchase
100,000 shares of the Registrant's common stock, which are exercisable at an
exercise price per share equal to the May 31, 2023, closing price of the common
stock of $0.3068 per share. Twenty-five percent (25%) of the options were vested
immediately; the remaining options shall vest in three equal increments on
September 1, 2023, December 1, 2023 and March 1, 2024. On each subsequent
anniversary of June 1, 2023, so long as the 2023 Agreement has not been
terminated, the Registrant will grant Ms. Clifford 100,000 stock options
exercisable at an exercise price equal to the then-current stock price.
Twenty-five percent (25%) of the options will be vested immediately as of the
date of grant; the remaining options will vest in three equal increments on
September 1, December 1 and March 1 during the first nine months following the
date of grant. The exercise period and other terms of the options granted
pursuant to the 2023 Agreement shall otherwise be substantially the same as the
terms of the options granted by the Registrant to its outside directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amended and Restated Consulting Agreement, dated June 1, 2023, by and
between Acorn Energy, Inc., and Tracy Clifford Consulting, LLC
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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