Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of Key Employee Incentive Plan On November 13, 2017, the Board of Directors (the “Board”) of the Company approved the adoption of a key employee incentive plan (the “Plan”) for the benefit of certain employees identified by the Board, including the principal executive officer and principal financial officer of the Company, whose continued employment and performance is critical to the success of the Company. Pursuant to the terms of the Plan, participants will be eligible to receive cash payments upon a change of control of the Company, which would include the sale of all or substantially all of the assets of the Company, as long as the enterprise value of the Company at the time of such change of control exceeds the threshold specified in the Plan. Based on such enterprise value, a cash pool will be created for the payment of incentive bonuses to the participants in the Plan. Payments will be made to each participant upon a change of control, with each participant receiving a specified percentage of the cash pool. The target cash pool is $10 million. Participants must be employed by the Company at the time of the change of control in order to receive a payment under the Plan. If a participant voluntarily terminates his employment or is terminated for cause prior to the consummation of a change of control, the participant will not be eligible to participate in the Plan.
The exchange says CIE’s 30-day average closing price as of Nov. 13 was $0.95, violating its listing standard which requires the trailing 30-day average closing share price to remain at or above $1/share.
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