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DIALOGIC INC. FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 29, 2014, Dialogic Inc. (the "Company"), upon the recommendation of the Company's compensation committee and the approval of the Company's board of directors, entered into retention agreements with Mr. Kevin Cook, its President and Chief Executive Officer, Mr. Robert Dennerlein, its Executive Vice President, Chief Financial Officer, and Mr. Anthony Housefather, its Executive Vice President, Corporate Affairs and General Counsel. The retention agreements provide that each executive officer will receive a payment on or around September 15, 2014 (but in any event before October 1, 2014) (each such payment, a "First Payment"), so long as the executive officer remains employed through the date of payment. Mr. Cook is eligible to receive a First Payment of $320,000, and Messrs. Dennerlein and Housefather are each eligible to receive a First Payment of $50,000. However, if the executive officer resigns his employment without "Good Reason" (as such term is defined in the executive officer's employment agreement) prior to November 28, 2014, or if the executive officer's employment is terminated for "Cause" (as such term is defined in the executive officer's employment agreement) prior to November 28, 2014, then the executive officer must return the First Payment within 30 days of the executive officer's termination of employment. The retention agreements also provide that each executive officer will receive an additional payment on or around March 15, 2015 (but in any event before May 15, 2015) (each such payment, a "Second Payment"), so long as the executive officer remains employed through February 28, 2015, except that the Second Payment will still be made if (i) the executive officer resigns his employment with "Good Reason" prior to February 28, 2015 or the executive officer's employment is terminated without "Cause" prior to February 28, 2015 and (ii) the executive officer complies with the requirements to receive "Severance Benefits" as set forth in the executive officer's Employment Agreement. Mr. Cook is eligible to receive a Second Payment of $250,000, and Messrs. Dennerlein and Housefather are each eligible to receive a Second Payment of $50,000. -------------------------------------------------------------------------------- |