Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2023, TESSCO Technologies Incorporated (the "Company") and Sandip
Mukerjee, who has served as the Company's President and Chief Executive Officer
since August 20, 2019, entered into Amendment No. 1 ("Amendment No. 1") to the
Employment Agreement, dated August 20, 2019, by and between the Company and Mr.
Mukerjee. Pursuant to Amendment No. 1, the term of Mr. Mukerjee's employment
under the Employment Agreement, dated August 20, 2019 (the "Existing Employment
Agreement"), which was set to expire at the end of the Company's current fiscal
year, March 26, 2023, has been extend through the fiscal year ending March 29,
2026. Mr. Mukerjee's initial base salary, commencing with fiscal year 2024, is
now $600,000 per annum and is subject to annual increases as determined by the
Compensation Committee of the Board of Directors.
Pursuant to Amendment No. 1, Mr. Mukerjee remains eligible for cash bonuses in
accordance with the Company's senior executive compensation plan, although his
annual target bonus will not be less than $600,000. Amendment No. 1 further
provides for annual Long Term Incentive ("LTI") equity awards to Mr. Mukerjee,
which may include stock options, restricted stock units or other awards, as
finally determined by the Compensation Committee. The number of shares targeted
to be the subject of LTI awards for a given fiscal year is the lesser of: the
Stated Value applicable to each fiscal year and 60,000 shares for fiscal 2024,
90,000 shares fiscal 2025, and 120,000 shares for fiscal 2026. The "Stated
Value" as applicable to LTI awards for a given fiscal is equal to 50% of Base
Salary for fiscal year 2024, 75% for fiscal year 2025, and 100% for fiscal 2026,
each divided by the ten day trailing average of the Company's stock price on the
grant date. The actual number of shares to be subject to the award for a given
fiscal year may differ appreciably from the targeted number, and is subject to
final determination by the Board (or the Compensation Committee), provided that
Mr. Mukerjee will be entitled to receive LTI awards for at least 25% of the
targeted number for each fiscal year having terms providing for time vesting and
not Company performance-based vesting.
The remaining terms of the Existing Agreement remain unchanged.
The foregoing discussion does not purport to be complete and is qualified in its
entirety by the full text of the Amendment which is attached hereto as Exhibit
10.1 and incorporated herein by reference. The Existing Agreement is attached
as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 20, 2019, and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibit
(d) Exhibits.
The following documents are herewith filed as an exhibit to this report:
Exhibit No. Description
10.1 Amendment No. 1 to the Employment Agreement, dated August 20,
2019, by and between the Company and Sandip Mukerjee
104 Cover Page Interactive Data File. Formatted in Inline XBRL and
contained in exhibit 101.
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