What changed in this filing

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Item 5. Other Information

2020-11-09 compared with 2020-08-10 · 43 added, 53 removed, 19 unchanged (83% of the section changed)

OTHER INFORMATION

Kelyn Brannon resigned her position as chief financial officer and secretary, with her last day being August 10, 2020.

Effective August 11, 2020, James (Jay) A.

Powers was appointed as the Company’s chief financial officer and secretary.

Brannon will be available through December 31, 2020 to assist Mr.

Powers with the transition of her duties and responsibilities.

Powers, age 58, has over 25 years of increasing levels of financial and accounting leadership experience, with over seven years as chief financial officer.

Since June 2019, Mr.

Powers has been employed as the chief financial officer of Roadwire, Inc.

Prior to that, he owned his own business, Powering Financial Performance LLC, serving in interim chief financial officer roles for a number of businesses.

He has also served as chief financial officer for Active Power, Inc, now known as P10 Holdings, Inc from May 2013 to December 2018.

On November 6, 2020, James (Jay) A.

Powers resigned his position as chief financial officer and secretary for family health reasons and not any disagreement with us on any matter related to our operations, policies or practices.

We have not yet confirmed Mr.

Powers’ last day with us, which will be dependent upon the need for Mr.

Powers to provide us transition support.

Solely for purposes of signing and providing the certifications required under this Form 10-Q, our chief executive officer, Patrick Goepel, was appointed principal financial officer and principal accounting officer.

Effective November 9, 2020, John F.

Pence was appointed as our chief financial officer and secretary.

Following the filing of this Form 10-Q, Mr.

Pence will serve as our principal financial officer and our principal accounting officer.

Pence, age 50, has 28 years of increasing levels of financial and accounting leadership experience.

He is a certified public accountant licensed in the state of Texas.

Pence was most recently the chief financial officer of Beneplace LLC.

He has also served as chief financial officer and chief operating officer for Mobi Corp.

from February 2010 to December 2017.

Pence serves on the board of directors of Green Builders, Inc., a regional land development company.

During the last two years, there have been no transactions or proposed transactions by the Company in which Mr.

Powers has had or is to have a direct or indirect material interest, and there are no family relationships between Mr.

Powers and any of the Company’s other executive officers or directors.

Pence has had or is to have a direct or indirect material interest, and there are no family relationships between Mr.

Pence and any of the Company’s other executive officers or directors.

We have agreed to pay Mr.

Powers an initial annual base salary of $260,000 for his services, which will be increased to $315,000 when the Company determines to reinstate its executive officers’ full salaries, which were reduced as a cost savings measure in connection with the Covid-19 pandemic.

Pence an initial annual base salary of $250,000 for his services, which will be increased to $300,000 when the Company determines to reinstate its executive officers’ full salaries, which were reduced as a cost savings measure in connection with the Covid-19 pandemic.

In addition, in 2021, Mr.

Powers will be eligible for a cash bonus based on the Company’s profitability and other determining factors.

The target amount of his cash bonus is 50% of his annual base salary, which will be pro-rated from his start date of August 10, 2020.

We also granted Mr.

Powers 10,000 restricted stock units (RSUs) and options to purchase 75,000 shares of our common stock at an exercise price equal to the closing price of our common stock on August 10, 2020, the date of the grant.

Pence will be eligible for a cash bonus based on the Company’s profitability and other determining factors.

The target amount of his cash bonus is $150,000.

Effective November 10, 2020, we granted Mr.

Pence 10,000 restricted stock units (RSUs) and options to purchase 75,000 shares of our common stock at an exercise price equal to the closing price of our common stock on November 10, 2020.

Such RSUs will vest as follows:

4 unchanged sentences

In addition, we have agreed that if we terminate Mr.

Powers for any reason other than gross misconduct, he will receive severance pay equal to three (3) months’ of his then current base salary, plus the employer’s portion of the health care premium for continuation coverage under COBRA, also for a period of three months, provided that he has executed a general release of claims.

Powers is expected to enter into our standard form of indemnification agreement and to be a participant in our Executive Change in Control Severance Plan.

The form of indemnification agreement and our Executive Change in Control Severance Plan have been filed as Exhibits 10.1 and 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2017, and are incorporated herein in their entirety by reference.

In connection with her resignation and the transition of her duties and responsibilities to Mr.

Powers, the Company has offered Ms.

Brannon severance to include:

(a) $131,968.36 of severance pay, and (b) the acceleration of the vesting of 30,011 stock options and 22,499 restricted stock units granted to Ms.

Brannon during her employment with the Company.

The Company’s offer of severance is subject to customary conditions, including the execution of a general release of claims.

Pursuant to applicable law, Ms.

Brannon has a period of twenty-one days to review our offer of severance.

Dollars reflected in this Item 5 are actual dollars, not thousands.

Pence for any reason other than gross misconduct, he will receive severance pay equal to three (3) months of his then current base salary, plus the employer’s portion of the health care premium for continuation coverage under COBRA, also for a period of three months, provided that he has executed a general release of claims.

Pence is expected to enter into our standard form of indemnification agreement and to be a participant in our Executive Change in Control Severance Plan.

Charles Lathrop, Jr.

informed our board of directors that he intends to resign as a director effective December 31, 2020.

His decision to resign from our board was due to health reasons and not any disagreement on any matter related to our operations, policies or practices.

EXHIBIT NUMBER

Certificate of Amendment to Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K/A filed on June 2, 2020.

Amendment No.

2 To Third Amended and Restated Credit Agreement, dated April 24, 2020, by and among Asure Software, Inc., the Guarantors party thereto, Wells Fargo Bank, National Association as administrative agent for each member of the Lender Group and the Bank Product Providers identified on the signature pages thereto, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

Amendment No.

3 To Third Amended and Restated Credit Agreement, dated June 30, 2020, by and among Asure Software, Inc., the Guarantors party thereto, Wells Fargo Bank, National Association as administrative agent for each member of the Lender Group and the Bank Product Providers identified on the signature pages thereto.

Asset Purchase Agreement among Asure Payroll Tax Management LLC, Payroll Tax Management, Inc., Financial Business Group Holdings, and Alden J.

Blowers, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on July 13, 2020.

General Release and Separation Agreement between Asure Software, Inc.

Brannon dated August 11, 2020 (filed herewith).

Waiver and Amendment No.

4 to Third Amended and Restated Credit Agreement and Amendment No.

2 to the Amended and Restated Guaranty and Security Agreement, dated August 10, 2020, by and among Asure Software, Inc., the Guarantors party thereto, Wells Fargo Bank, National Association as administrative agent for each member of the Lender Group and the Bank Product Providers identified on the signature pages thereto.

Promissory Note dated April 15, 2020, incorporated by reference to the Company’s Current Report on Form 8-K filed on April 21, 2020.

2018 Incentive Award Plan, as amended, incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14 A filed on April 27, 2020.

Employee Stock Purchase Plan, as amended, incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14 A filed on April 27, 2020.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from Asure Software, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language):

(1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Comprehensive Loss, (3) the Condensed Consolidated Statements of Changes in Stockholders' Equity, (4) the Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements.

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted as Inline XBRL and contained in Exhibit 101.

* Filed herewith

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

The following materials from Asure Software, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language):

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted as Inline XBRL and contained in Exhibit 101 (filed herewith).

* Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of all omitted schedules and similar attachments to the SEC upon its request.

** Compensatory plan or arrangement

1 unchanged sentence

ASURE SOFTWARE, INC.

August 10, 2020

November 9, 2020

/s/ Patrick Goepel

Patrick Goepel

Chief Executive Officer

August 10, 2020

/s/ Kelyn Brannon

Kelyn Brannon

Chief Financial Officer

Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information