Management Change/Compensation - Form 8-K

(e) On December 21, 2023, the Registrant entered into an Amended and Restated Agreement (the "Agreement") with Abilio ("Bill") Pereira, who currently serves as President and Chief Operating Officer of the Registrant. The Agreement supersedes the Amended and Restated Employment Agreement, dated December 5, 2017, between the Registrant and Mr. Pereira. The Agreement provides for a base salary of $500,000 per year and a target annual bonus of $300,000 (of which $150,000 will be deemed satisfied by virtue of a portion of the equity grants described below),based on performance and as approved by the Compensation Committee of the Registrant's Board of Directors. Mr. Pereira will also receive certain equity grants, consisting of 23,500 deferred stock units ("DSUs") representing the right to receive between 11,750 and 47,000 shares of Class B common stock of the Registrant, 50,000 restricted shares of Class B common stock of the Company's subsidiary net2phone 2.0, Inc. ("n2p"), an award of DSUs representing 0.3875% of the outstanding stock of n2p, and will be entitled to participate in any broad-based equity grants to the Registrant's employees. In addition, Mr. Pereira will be entitled to receive a contingent bonus subject to the completion of certain financial milestones, as set forth in the Agreement. Should Mr. Pereira's employment be terminated without Cause or should he resign for Good Reason (as such terms are defined in the Agreement), the Registrant will be obligated to pay to Mr. Pereira severance of $800,000. The Agreement continues through January 31, 2027, or until it is terminated by either the Registrant or Mr. Pereira.

The foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.01 to this report and is incorporated herein by reference.