TWER Towerstream Corporation (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported): October 28, 2015

Towerstream Corporation

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (401) 848-5848 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2015, Towerstream Corporation (the “Company”) and Jeffrey M. Thompson, the Company’s President and Chief Executive Officer, entered into a Third Amendment (the “Third Amendment”) to that certain Employment Agreement dated and effective December 21, 2007 (as amended December 8, 2011 and December 12, 2014) (the “Agreement”). Pursuant to the Third Amendment, effective October 23, 2015, the term of employment was revised and will expire on October 24, 2016 and will not be subject to automatic renewal. Upon execution, Mr. Thompson will be entitled to a $75,000 signing bonus. The terms of Mr. Thompson’s severance under the Third Amendment have been revised and upon termination for any reason (other than Cause (as defined in the Agreement)), Mr. Thompson will be entitled to six month severance, increased to twelve months if termination follows within six months of a change of control.

The description of the Third Amendment included herein is incomplete.  The Third Amendment contains various additional terms and conditions which are included in Exhibit 10.1 hereto and should be reviewed in its entirety.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

THIRD AMENDMENT

TO

EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement (this “Third Amendment”) effective October 23, 2015, by and between Towerstream Corporation, a Delaware corporation (the “Corporation”), and Jeffrey M. Thompson (the “Executive” and, together with the Corporation, the “Parties”).

WHEREAS, the Parties have entered into that certain Employment Agreement dated and effective December 21, 2007, that certain Amendment to Employment Agreement dated December 8, 2011 and effective as of December 10, 2011 and that certain Second Amendment to Employment Agreement dated December 12, 2014 and effective as of November 18, 2014 (collectively, the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement as set forth below;

Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.

NOW, THEREFORE, in consideration of the premises and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

“6. Effects of Termination.

(a) Upon termination of the Executive’s employment pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iv), or 5(a)(v), the Executive (in the case of (i) or (ii) Executive’s estate or beneficiaries) shall be entitled to the following severance benefits: (i) six (6) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation’s usual payroll practices, including the withholding of all applicable taxes; plus (ii) continued provision for a period of one (1) year of Benefit Plans as in effect for Executive on the termination date or as may during such period be from time to time extended to its senior executives following the date of termination.

(b) Upon termination of the Executive’s employment the Executive shall be entitled to receive the accrued but unpaid compensation through the date of termination and accrued and unused vacation pay through the date of termination, in accordance with the then applicable policies and practices of the Company (for example, withholding, accruals, limitations, caps, carry-overs and similar policies or practices). 

(c) Upon termination of the Executive’s employment (other than pursuant to paragraph 5(a)(i), (ii) or (vi) within a six (6) month period following a Change of Control, the Executive shall be entitled to the following severance benefits in lieu of the benefits provided under subparagraph (a) hereto: (i) twelve (12) months’ Base Salary in a single lump sum payment paid within thirty (30) days of the termination, including the withholding of all applicable taxes; and (ii) continued provision for a period of one (1) year following the date of termination of benefits under Benefit Plans as in effect for Executive on the termination date or as may during such period be from time to time extended to its senior executives following the date of termination.

(d) Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the executive as the result of employment by another employer after termination of employment, or as a result of his engagement in any undertaking otherwise.”

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