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Item 9A. Controls and Procedures

2021-02-17 compared with 2020-02-18 · 54 added, 98 removed, 58 unchanged (72% of the section changed)

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness

of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure

controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of

1934, as amended (the Exchange Act).

Based on this evaluation, our chief executive officer and chief financial officer concluded

that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Evaluation of Changes in Internal Control

Over Financial Reporting

Under the supervision and with the participation

of our management, including our chief executive officer and chief financial officer, we concluded that there were no changes in

our internal control over financial reporting that occurred during the quarterly period ended December 31, 2019 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal

Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13(a)-15(f) under the Exchange

Under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the

framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission in 2013.

Based on our evaluation under the framework in Internal Control — Integrated Framework , our management

concluded that our internal control over financial reporting was effective as of December 31, 2019.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Evaluation of Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we concluded that there were no changes in our internal control over financial reporting that occurred during the quarterly period ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13(a)-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on our evaluation under the framework in Internal Control — Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 of

Form 10-K is incorporated by reference from the information contained in the sections captioned “Directors and Executive

Officers”, “Corporate Governance ” and “Section 16(a ) Beneficial Ownership Reporting

Compliance” in the Proxy Statement that will be delivered to our shareholders in connection with our May 20, 2020

Annual Meeting of Shareholders.

The information required by Item 10 of Form 10-K is incorporated by reference from the information contained in the sections captioned “Directors and Executive Officers”, “Corporate Governance ” and “Section 16(a ) Beneficial Ownership Reporting Compliance” in the Proxy Statement that will be delivered to our shareholders in connection with our May 19, 2021 Annual Meeting of Shareholders.

EXECUTIVE COMPENSATION

The information required by Item 11 of

Form 10-K is incorporated by reference from the information contained in the section captioned “Executive Compensation”

in the Proxy Statement that will be delivered to our shareholders in connection with our May 20, 2020 Annual Meeting of Shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of

Form 10-K is incorporated by reference from the information contained in the section captioned “Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters” in the Proxy Statement that will be delivered

to our shareholders in connection with our May 20, 2020 Annual Meeting of Shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

The information, if any, required by Item

13 of Form 10-K is incorporated by reference from the information contained in the sections captioned “Corporate

Governance” and “Certain Relationships and Related Transactions” in the Proxy Statement that will

be delivered to our shareholders in connection with our May 20, 2020 Annual Meeting of Shareholders.

The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the section captioned “Executive Compensation” in the Proxy Statement that will be delivered to our shareholders in connection with our May 19, 2021 Annual Meeting of Shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the section captioned “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the Proxy Statement that will be delivered to our shareholders in connection with our May 19, 2021 Annual Meeting of Shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information, if any, required by Item 13 of Form 10-K is incorporated by reference from the information contained in the sections captioned “Corporate Governance” and “Certain Relationships and Related Transactions” in the Proxy Statement that will be delivered to our shareholders in connection with our May 20, 2020 Annual Meeting of Shareholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 of

Form 10-K is incorporated by reference from the information contained in the section captioned “Independent Accountants”

in the Proxy Statement that will be delivered to our shareholders in connection with our May 20, 2020 Annual Meeting of Shareholders.

The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the section captioned “Independent Accountants” in the Proxy Statement that will be delivered to our shareholders in connection with our May 19, 2021 Annual Meeting of Shareholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

The following documents are filed as part of this report:

(a) Financial

Statements and Exhibits :

(1) Consolidated

Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Operations for each of the

two years in the period ended December 31, 2019

Consolidated Statements of Cash Flows for each of the

two years in the period ended December 31, 2019

Consolidated Statements of Stockholders’ Equity

for each of the two years in the period ended December 31, 2019

Financial Statements and Exhibits :

(1) Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for each of the two years in the period ended December 31, 2020

Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2020

Consolidated Statements of Stockholders’ Equity for each of the two years in the period ended December 31, 2020

Notes to Consolidated Financial Statements

(2) Exhibits:

The exhibits listed below are

filed with or incorporated by reference in this report.

The exhibits listed below are filed with or incorporated by reference in this report.

Description of Exhibit

1 unchanged sentence

Amended and Restated By-Laws (filed as Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 10, 2007 and incorporated herein by reference).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (filed as Exhibit 4.1 to the Company’s Form 10-K for the year ended December 31, 2019 and incorporated herein by reference)

1996 Employee Stock Purchase Plan, as amended and restated (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2005 and incorporated herein by reference).

1 unchanged sentence

(filed as Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 22, 2011 and incorporated herein by reference).

2001 Nonqualified Stock Plan (filed

as Exhibit 99(d)(4) to the Company’s Schedule TO filed with the Securities and Exchange Commission on March 3,

2003 and incorporated herein by reference).

Form of Nonqualified Stock Option

Agreement under the 2001 Nonqualified Stock Plan for options granted to executive officers and directors prior to May 21,

2008 (filed as Exhibit 10.6 to Company’s Form 10-K for the year ended December 31, 2006 and incorporated herein

by reference).

Form of Nonqualified Stock Option

Agreement under the 2001 Nonqualified Stock Plan for options granted to executive officers and directors from and after May 21,

2008 (filed as Exhibit 10.8 to Company’s Form 8-K on May 22, 2008 and incorporated herein by reference)

2001 Nonqualified Stock Plan (filed as Exhibit 99(d)(4) to the Company’s Schedule TO filed with the Securities and Exchange Commission on March 3, 2003 and incorporated herein by reference).

Form of Nonqualified Stock Option Agreement under the 2001 Nonqualified Stock Plan for options granted to executive officers and directors prior to May 21, 2008 (filed as Exhibit 10.6 to Company’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).

Form of Nonqualified Stock Option Agreement under the 2001 Nonqualified Stock Plan for options granted to executive officers and directors from and after May 21, 2008 (filed as Exhibit 10.8 to Company’s Form 8-K on May 22, 2008 and incorporated herein by reference)

Form of Unrestricted Stock Award for outside directors of Aware under the 2001 Nonqualified Stock Plan (filed as Exhibit 10.1 to Company's Form 8-K filed with the Securities and Exchange Commission on July 28, 2010 and incorporated herein by reference).

Form of Unrestricted Stock Award for officers of Aware under the 2001 Nonqualified Stock Plan (filed as Exhibit 10.2 to Company's Form 8-K filed with the Securities and Exchange Commission on July 28, 2010 and incorporated herein by reference).

Asset Purchase Agreement by and between Aware, Inc.

and Lantiq Broadband Holdco, Inc.

and Lantiq Deutschland GmbH dated October 14, 2009 (filed as Exhibit 10.8 to Company’s Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).

Form of Unrestricted Stock Award for

executive officers and directors of Aware, Inc.

under the 2001 Nonqualified Plan (filed as Exhibit 10.1 to the Company’s

Form 8-K filed with the Securities and Exchange Commission on April 4, 2013 and incorporated herein by reference).

Form of Change in Control Retention

Agreement between Aware, Inc.

Russell (filed as Exhibit 10.1 to the Company’s Form 8-K filed

with the Securities and Exchange Commission on March 30, 2015 and incorporated herein by reference).

Form of Unrestricted Stock Award for executive officers and directors of Aware, Inc.

under the 2001 Nonqualified Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 4, 2013 and incorporated herein by reference).

Form of Change in Control Retention Agreement between Aware, Inc.

Russell (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 30, 2015 and incorporated herein by reference).

Form of Change in Control Retention Agreement between Aware, Inc.

Martin (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 1, 2017 and incorporated herein by reference).

Transaction between Aware, Inc.

and Richard P.

Moberg as described in Form 8-K as filed by Aware, Inc.

with the Securities and Exchange Commission on March 9, 2017 and incorporated herein by reference.

2019 Executive Bonus Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 27, 2019 and incorporated herein by reference).

Employment Agreement between Aware, Inc.

15 unchanged sentences

Q4 2019 Executive Bonus Plan (filed as Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 19, 2019 and incorporated herein by reference) .

Employment Agreement between Aware, Inc.

Barcelo dated May 4, 2020 (filed as Exhibit 10.1 to Aware, Inc.

Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2020 and incorporated herein by reference).

2020 Executive Bonus Plan (filed as Exhibit 10.2 to Aware, Inc.

Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2020 and incorporated herein by reference).

Separation Agreement between Aware, Inc.

Martin dated March 27, 2020 (filed as Exhibit 10.1 to Aware Inc.

Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 and incorporate herein by reference).

Amendment to Employment Agreement between Aware, Inc.

Russell dated March 27, 2020 (filed as Exhibit 10.2 to Aware Inc.

Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 and incorporate herein by reference).

Amendment to Employment Agreement between Aware, Inc.

and Robert Eckel dated March 27, 2020 (filed as Exhibit 10.2 to Aware Inc.

Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 and incorporate herein by reference).

Subsidiaries of Registrant.

9 unchanged sentences

and (v) Notes to Consolidated Financial Statements.

contract or compensatory plan.

† Filed herewith

Pursuant to the requirements of Section 13 or 15(d) 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.

* Management contract or compensatory plan.

Pursuant to the requirements of Section 13 or 15(d) 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.

/s/ Robert A.

Chief Executive Officer & President

Chief Financial Officer (Principal Financial and Accounting

/s/ David Barcelo

David Barcelo

Chief Financial Officer (Principal Financial and Accounting Officer)

February 17, 2021

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated

on the 18th day of February 2020.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 17th day of February 2021.

/s/ Robert A.

1 unchanged sentence

(Principal Executive Officer)

/s/ David Barcelo

Chief Financial Officer

David Barcelo

(Principal Financial and Accounting Officer)

Chief Legal and Administrative Officer & Director

Chairman of the Board & Director

1 unchanged sentence

Stafford, III

/s/ Adrian F.

/s/ Richard P.

/s/ Peter Faubert

Peter Faubert

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-K

Item 9A. Controls and Procedures