Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective August 15, 2014, David Brunton will retire from his position as
Neonode's Chief Financial Officer, Vice President, Finance, Treasurer and
Secretary in accordance with a Separation Agreement dated August 5, 2014
described in Item 5.02(e) below. Neonode previously disclosed in a Current
Report on Form 8-K filed May 9, 2014 that Mr. Brunton intended to retire within
12 months. Mr. Brunton will continue to act as a consultant to Neonode in
accordance with a Consulting Agreement described in item 5.02(e) below.
On August 5, 2014, Lars Lindqvist resigned as a member of the Board of Directors
(c) On August 5, 2014, the Board of Directors of Neonode appointed Mr. Lindqvist
as Neonode's Chief Financial Officer, Vice President, Finance, Treasurer, and
Secretary effective August 15, 2014.
Mr. Lindqvist, age 57, previously served as a director of Neonode Inc. since
November 2011. Since January 2013, Mr. Lindqvist has served as a management
consultant to LQ Consulting GmbH. Mr. Lindqvist served as interim Chief
Executive Officer of 24 Mobile Advertising Solutions AB from June 2012 to
December 2012 and as interim Chief Executive Officer of ONE Media Holding AB
from April 2011 to May 2012. Mr. Lindqvist served as Chief Financial Officer for
Mankato Investments AG Group from June 2005 to March 2011. From August 2002 to
May 2005, Mr. Lindqvist served as Chief Financial Officer for Microcell OY, a
Finnish ODM of mobile phones, and from May 1995 to July 2002, he served as Chief
Financial Officer of Ericsson Mobile Phones.
In connection with his appointment as an officer of Neonode, Mr. Lindqvist and
Neonode entered into an Employment Agreement. Under his Employment Agreement,
Mr. Lindqvist is entitled to receive a monthly salary, payable in Swedish Krona
("SEK"), of 125,000 SEK (approximately US$18,000). In addition, under his
Employment Agreement, Mr. Lindqvist will be paid a fee of 250,000 SEK
(approximately US$37,000) during the initial 30 days of his transition into the
Chief Financial Officer position, and a fee of 200,000 SEK (approximately
US$29,000) in connection with his relocation to Stockholm, Sweden. Mr.
Lindqvist's Employment Agreement also provides that he is entitled to receive a
bonus for 2014 of up to 300,000 SEK (approximately US$43,500) and a bonus in
each subsequent year of up to 50% of his total yearly salary. Mr. Lindqvist
further is eligible to receive health care, pension, and other employee benefits
in accordance with his Employment Agreement.
The summary above of Mr. Lindqvist's Employment Agreement is qualified in its
entirety by reference to the actual agreement, a copy of which is filed as an
exhibit to this Report and which is incorporated by reference herein in its
(d) On August 5, 2014, Per Lofgren was appointed a member of the Board of
Directors of Neonode. Mr. Lofgren will serve as a Class III director to fill the
vacancy created by Mr. Lindqvist's resignation described above. Mr. Lofgren also
was appointed as Chairman of the Audit Committee and a member of each of the
Compensation Committee and the Nominating and Governance Committee. The Board of
Directors of Neonode has determined that Mr. Lofgren is an "independent
director" in accordance with the listing rules of the NASDAQ Stock Market, and
is eligible to serve on each of the committees to which he has been appointed.
In addition, the Board of Directors of Neonode has determined that Mr. Lofgren
is an "audit committee financial expert" in accordance with the rules and
regulations of the Securitas and Exchange Commission and the listing rules of
the NASDAQ Stock Market.
Mr. Lofgren, age 50, has been employed for the past 30 years in various
management positions for Ericsson, a multinational provider of communications
technology and services. Since 2011, he has served as Executive Vice President
and Chief Financial Officer of Ericsson North America. From 2008 until 2011, Mr.
Lofgren served as President of Ericsson Sweden AB. Prior to 2008, he served in
various Ericsson business units globally as a division chief financial officer,
controller, marketing and other management positions.
(e) On August 5, 2014, Mr. Brunton and Neonode entered into a Separation
Agreement in connection with his retirement as Neonode's Chief Financial
Officer, Vice President, Finance, Treasurer and Secretary effective August 15,
2014. Under the terms of the Separation Agreement, in lieu of any severance
amount due to him under his Executive Severance Agreement and any other accrued
benefits due to him including under his Employment Agreement, Neonode will pay
$180,000 to Mr. Brunton and also will provide Mr. Brunton with health insurance
through his 65th birthday in 2015. In addition, pursuant to the Separation
Agreement, Neonode agreed to modify Mr. Brunton's outstanding options so that
their amended expiration date is July 1, 2015.
Also on August 5, 2014, Mr. Brunton and Neonode entered into a Consulting
Agreement pursuant to which Mr. Brunton will perform consulting services to
Neonode effective August 15, 2014. Under the terms of the Consulting Agreement,
Mr. Brunton will work up to 40 hours per month and will receive compensation of
$3,333.32 per month.
The summary above of Mr. Brunton's Separation Agreement, Consulting Agreement,
Executive Severance Agreement, and Employment Agreement are qualified in their
entirety by reference to the actual agreements, copies of which are filed as
exhibits to this Report and which are incorporated by reference herein in their
Item 8.01. Other Events.
On August 5, 2014
, in connection with the appointment of Mr. Lindqvist
position of Chief Financial Officer effective August 15, 2014
determined that effective August 15, 2014
the principal executive office of
will be in Stockholm, Sweden
, where both the Chief Executive Officer and
Chief Financial Officer of Neonode
will be based. Specifically, the principal
executive office will be at Neonode's
previously-disclosed office space located
at Storgatan 23C, 114 55 Stockholm, Sweden
will continue to have its
headquarters at its existing office in Santa Clara, California
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement between Neonode and Lars Lindqvist, dated August 5,
10.2 Separation Agreement between Neonode and David Brunton, dated August 5,
10.3 Consulting Agreement between Neonode and David Brunton, dated August 5,
10.4 Employment Agreement between Neonode. and David Brunton, dated July 1,
2010 (incorporated by reference to Exhibit 10.5 of the registrant's annual
report on Form 10-K filed on March 14, 2013 (file no. 1-35526))
10.5 Executive Severance Benefits Agreement between Neonode and David Brunton,
dated April 12, 2004 (incorporated by reference to Exhibit 10.13 of the
registrant's quarterly report on Form 10-Q filed on March 2, 2005 (file