BSQUARE CORP /WA appointed new CEO

Item 5.02.

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


Pursuant to the terms of the Merger Agreement, immediately following the Effective Time, each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors, and any committee thereof, and Phillip Schulz, Helmut Fischer and Ted Christiansen became directors of Bsquare. Information about Messrs. Schulz, Fischer and Christiansen is contained in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO, originally filed with the SEC on October 24, 2023, which information is incorporated herein by reference.


Immediately following the Effective Time, Mr. Derrickson and Bsquare entered into a Separation and Release Agreement (the "Separation Agreement"), pursuant to which Mr. Derrickson agreed to cease serving as the President and Chief Executive Officer of Bsquare, effective December 31, 2023.


Under the terms of the Separation Agreement, Bsquare will pay to Mr. Derrickson (i) a severance payment of 12 months of his then-effective annual base salary (currently $345,000); (ii) a severance payment of 100% of his target bonus (currently $172,500); and (iii) $166,543.99 (which constitutes Mr. Derrickson's 2023 annual performance bonus) tied to the successful consummation of the transactions contemplated by the Merger Agreement (to the extent not already paid to Mr. Derrickson at the closing of the Merger). Mr. Derrickson will also receive fully subsidized COBRA insurance premiums (such that the Company pays the full cost of the applicable premiums for such coverage) for 12 months. The Separation Agreement also provides for customary confidentiality and mutual non-disparagement obligations, as well as a release of claims, subject to certain exclusions, and other customary provisions.


In addition, following the Effective Time, Mr. Derrickson and Kontron entered into a Transition Services Agreement (the "Transition Services Agreement"), pursuant to which Mr. Derrickson agreed to provide, on an interim basis following his separation, general consulting services to Kontron, including certain support services in order to facilitate the transition of operation of Bsquare's business to Kontron and its affiliates.


The descriptions of the Separation Agreement and the Transition Services Agreement contained herein are qualified in their entirety by reference to the full text of the Separation Agreement and the Transition Services Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.


Cheryl Wynne, Bsquare's Chief Financial Officer, Secretary and Treasurer, will remain as an executive officer of Bsquare following the Merger.