Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2022 Mr. Amihay Hadad, the Company's currently serving chief
executive officer and chief financial officer, tendered his resignation from his
position as chief financial officer, effective June 28, 2022. Mr. Hadad's
resignation as chief financial officer was not a result of any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices. Mr. Hadad will continue to serve the Company as a member of the
Company's board of directors (the "Board") and as its chief executive officer.
On June 28, 2022, Mr. Shahar Marom was appointed by the Company's Board to serve
as the Company's chief financial officer, effective July 1, 2022. The
biographical information for Mr. Marom appears below:
Shahar Marom, age 43, will serve as the chief financial officer of the Company
from July 1, 2022. Mr. Shahar Marom previously served as the Director of Finance
of Raft Technologies Ltd. from 2018 to 2022, and held several financial
positions at Supercom Ltd. (NASDAQ: SPCB) from 2013 to 2017. Mr. Marom is a
certified public accountant and holds a B.A. in economics and accounting from
the Tel Aviv University, Israel.
The selection of Mr. Shahar Marom as chief financial officer was not pursuant to
any arrangement or understanding with respect to any other person. In addition,
there are no family relationships between Mr. Shahar Marom and any director or
other executive officer of the Company. There are no related party transactions
between the Company and Mr. Shahar Marom reportable under Item 404(a) of
Regulation S-K.
In connection with the appointment of Mr. Marom as the Company's chief financial
officer, the Company entered into an employment agreement with Mr. Marom that
provides for the terms and conditions of his employment as the Company's chief
financial officer (the "Employment Agreement"). The Employment agreement
provides for an initial monthly base salary of NIS 35,000. The Employment
Agreement also provides that Mr. Marom is entitled to receive an equity grant,
as will determined and will approved by the Board. Additionally, the Company
agreed to pay Mr. Marom both (i) an annual target bonus of up two monthly
salaries pursuant to certain pre-determined EBIDTA objectives as set forth in
the Employment Agreement; and (ii) an annual discretionary bonus of up to two
monthly salaries, at the discretion of the chief executive officer and Board. In
accordance with the terms of Mr. Marom's Employment Agreement, he will also
receive additional benefits customary for an executive officer of his experience
and for companies of similar stature and standing to that of the Company.
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