Blog: ULTRALIFE CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointments of Certain Officers; Compensatory Arrangement of Certain Officers

On November 22, 2022, the Board of Directors of Ultralife Corporation (the
“Company”) appointed Michael E. Manna as the Company’s President & CEO and as a
member of the Board of Directors, replacing Michael D. Popielec who is leaving
the Company and resigning from his position as a member of the Board of
Directors. Mr. Popielec has acknowledged that his resignation is not based on
any disagreements between him and the Company relating to the Company’s
operations, policies or practices.

Mr. Manna, 52 years old, has been employed by the Company for almost thirty
years, serving in a variety of leadership roles of increasing responsibility
across engineering, operations, product development, research & development and
sales, and for the last three years as leader of the Company’s Battery & Energy
Products segment.

There are no arrangements or understandings between Mr. Manna and any other
persons pursuant to which Mr. Manna was selected as an officer, nor are there
any family relationships between Mr. Manna and any of the Company’s Directors or
Officers. Neither Mr. Manna nor any of his immediate family members has any
direct or indirect material interest in any existing or currently proposed
transaction to which the Company is or may become a party.

There is no employment agreement in place between Mr. Manna and the Company. In
connection with Mr. Manna’s appointment as President and CEO, his annual base
salary has been increased to $375,000 per year, pro-rated to reflect the
remaining portion of calendar year 2022. In addition, for the calendar year
2022, Mr. Manna is eligible for an annual bonus based on financial performance
measures consisting of the Company’s consolidated operating profit and the 2022
revenues of the Company’s Battery and Energy Products segment.

Under the terms of his Employment Agreement dated December 6, 2010, Mr.
Popielec’s departure as an Officer and member of the Company’s Board of
Directors is an involuntary termination requiring sixty days advance notice.
During this period which began November 22, 2022 and ends January 20, 2023, Mr.
Popielec will continue his employment with the Company and help ensure a smooth
leadership transition.

In connection with the termination of his employment, Mr. Popielec will be
entitled to receive the following severance benefits under the terms of his
Employment Agreement:

  ? Salary, any unpaid bonus from the prior year, and the cash value of any
    accrued Paid Time Off through January 20, 2023 plus continued salary for a
    period of twelve months thereafter in accordance with the Company's regular
    payroll schedule;



  ? A pro-rata amount (calculated on a per-diem basis) of the full year bonus
    which Mr. Popielec would have earned for the 2023 calendar year;



  ? Acceleration of vesting of all outstanding stock options held by Mr. Popielec;
    however that the acceleration shall not cover more than eighteen months from
    January 20, 2023, and all such options shall remain exercisable for one year
    from January 20, 2023;



  ? Continuation of health benefits for Mr. Popielec, his spouse and any dependent
    children for a period of twelve months following January 20, 2023.



——————————————————————————–

The foregoing description of the termination benefits provided by Mr. Popielec’s
Employment Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Employment Agreement, a copy of
which is filed as Exhibit 10.40 to the Company’s Form 10-K filed with the
Securities and Exchange Commission on March 15, 2011 and is incorporated herein
by reference.

Item 7.01 Regulation FD Disclosure

On November 22, 2022, the Company issued a press release announcing the
appointment of Michael E. Manna as President & CEO to replace Michael D.
Popielec who is leaving the Company. A copy of the press release is furnished as
Exhibit 99.1 attached hereto.

Item 9.01 Financial Statements, Pro Forma Financials and Exhibits

(d) Exhibits.

Exhibit
Number    Exhibit Description
99.1        Press Release of Ultralife Corporation dated
          November 22, 2022
104       Cover Page Interactive Data File (embedded within
          the Inline XBRL document)



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