Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported)
May 3,
2006
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
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1-9341
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02-0377419
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4
Townsend West, Suite 17, Nashua, New Hampshire
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03063
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(603)
882-5200
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Ms.
Stevens is also entitled to customary benefits, including participation in
employee benefit plans, and reasonable travel and entertainment expenses as
well
as a monthly automobile allowance. The employment agreement provides that if
her
employment is terminated without cause, Ms. Stevens will receive an amount
equal
to her base salary then in effect for the greater of the remainder of her
original term of employment or one (1) year plus the pro rata portion of any
Incentive Bonus earned in any employment year through the date of her
termination. In the event that within three months of a “change in control”,
either (i) Ms. Stevens is terminated by the Company without “cause” or
(ii) she terminates her agreement for “good reason,” as all such terms are
defined in the employment agreement, she will be entitled to receive her base
salary then in effect for the greater of the remainder of her original term
of
employment or one (1) year from the date of termination plus any Incentive
Bonus
which otherwise would have been payable to her for any employment year in which
the date of her termination occurred.
Pursuant
to the employment agreement and as an inducement to her joining the Company,
Ms. Stevens
was also
granted Non-Qualified
Stock Options outside of a shareholder approved plan to purchase 150,000 shares
of the Company's common stock, par value $0.01 per share with an exercise price
equal to $1.98, the closing sale price of the common stock on April 27, 2006,
which was the employment inducement date. The options become exercisable as
to
(i) 30,000 shares on June 1, 2006, (ii) an additional 30,000
shares on December 31, 2006; (iii) an additional 30,000 shares on
June 1, 2007; (iv) an additional 30,000 shares on June 1, 2008 and
(v) an additional 30,000 shares on June 1, 2009. Vesting of the options
accelerates as to the 45,000 shares to which the options become exercisable
at
the latest date (to the extent any such shares remain unvested at the time),
upon the closing sale price of the Company’s common stock for a period of
twenty (20) consecutive trading days exceeding (i) 200% of the
exercise price of the per share of the options; (ii) 300% of the exercise
price per share of the options or (iv) 400% of the exercise price per share
of
the options. The options expire on June 1, 2011, subject to earlier
expiration under certain conditions.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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iCAD,
INC.
(Registrant)
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By: |
/s/
Annette Heroux |
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Annette
Heroux
Vice
President of Finance, Chief Financial Officer
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