SECURITIES AND EXCHANGE COMMISSION
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer and Director.
On July 25, 2022, Everbridge, Inc. (the “Company”) announced that David Wagner has been appointed as the Chief Executive Officer, effective immediately. Mr. Wagner has also been appointed as a member of the Company’s Board of Directors, effective upon the Board’s approval of his appointment, which is anticipated to be July 28, 2022. Mr. Wagner succeeds Patrick Brickley and Vernon Irvin, who were serving as Interim Co-Chief Executive Officers. Mr. Brickley will continue in his current role of Executive Vice President and Chief Financial Officer and Mr. Irvin will continue in his current role of Executive Vice President and Chief Revenue Officer. Mr. Wagner, age 57, joins Everbridge from Zix Corporation, a SaaS-based data protection and compliance company, where he served as President and Chief Executive Officer from January 2016 to December 2021. Prior to that, Mr. Wagner served as President of Entrust and Senior Vice President of Entrust Datacard, a provider of trusted identity and secure issuance technology solutions, from December 2013 to December 2015.
Mr. Wagner does not have any family relationships with any of the Company’s directors or executive officers, is not a party to any transactions of the type that would be required to be reported under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and was not appointed pursuant to any arrangement or understanding with any other person.
Employment Agreement and Other Compensatory Arrangements
In connection with Mr. Wagner’s appointment, the Company entered into an employment agreement with Mr. Wagner on July 25, 2022 (the “Agreement”). Mr. Wagner had first signed an offer letter with the Company which became effective on July 19, 2022, upon the completion of standard background checks. The Agreement supersedes the offer letter. Under the Agreement, Mr. Wagner will receive an initial annual base salary of $425,000 and is eligible to earn an annual cash incentive bonus of $425,000, which will be pro-rated for fiscal 2022, pursuant to the Company’s management incentive plan upon the achievement of certain individual and/or Company performance goals set by the Compensation Committee of the Company’s Board of Directors. The Company will assist Mr. Wagner in arranging an apartment in the Boston metropolitan area as well as reimburse him for related housing and travel expenses, in accordance with applicable Company policies. Mr. Wagner is also eligible to participate in the Company’s employee benefit, welfare and other plans, as may be maintained by the Company from time to time, on a basis no less favorable than those provided to other similarly-situated executives of the Company. Mr. Wagner is also subject to certain customary confidentiality, non-competition and non-solicitation provisions.
Pursuant to the Agreement, the Company will grant Mr. Wagner the following awards pursuant to the Company’s 2016 Equity Incentive Plan: (i) 200,000 restricted stock units (the “RSU Grant”), with 25% of the RSU Grant vesting on December 31, 2022, and the remaining 75% vesting in twelve equal quarterly installments, with the first such vesting date on October 31, 2023, and (ii) 200,000 performance stock units (the “PSU Grant”), with up to 75% of the PSU Grant becoming eligible to vest based on the compound annual growth rate (“CAGR”) achieved by the Company during the eight fiscal quarters from January 1, 2022 to December 31, 2023, and up to an additional 75% of the PSU Grant becoming eligible to vest based on the CAGR achieved during the 12 fiscal quarters from January 1, 2022 to December 31, 2024, with the actual vesting date in each case occurring on the filing of the Company’s Form 10-Q for the quarters ending June 30, 2024 and June 30, 2025, respectively. The vesting of each award above is subject to Mr. Wagner’s continued service to the Company through each applicable vesting date or event. Mr. Wagner may not sell or dispose of any of the initial 25% vested shares of the RSU Grant until the first anniversary of the grant date, except in the event of a termination of his employment by the Company without “cause” (as defined in the Agreement), termination due to his death, or immediately prior to a Change in Control (as defined in the 2016 Equity Incentive Plan). If the Company undergoes a Change in Control and Mr. Wagner is not granted equivalent equity by the acquiring entity or if his employment is terminated without “cause” or by him for “good reason” (each as defined in the Agreement) during the first 12 months after such Change in Control, then the vesting of the RSU Grant and the PSU Grant, together with all subsequent equity grants, will be accelerated in full, provided that if a Change in Control occurs during the first 12 months of Mr. Wagner’s employment, then acceleration for the initial RSU Grant and the PSU Grant will be limited to a total of 25% of such grants.
If Mr. Wagner’s employment is terminated by the Company without “cause” (as defined in the Agreement) or Mr. Wagner resigns for “good reason” (as defined in the Agreement), subject to the execution of a release of claims and continued compliance with his restrictive covenants, he will be entitled to receive (i) twelve months of his then current base salary, paid over time in accordance with the Company’s payroll practices then in effect (the “Separation Payments”), and (ii) payment of premiums for continued health benefits under COBRA for up to the duration of the applicable period that Mr. Wagner is receiving Separation Payments. If Mr. Wagner’s employment ends due to his death or “disability” (as defined in the Agreement), he (or his estate in the event of death) is entitled to continued payment of his then current base salary for three months following the termination of his employment. The payment of the Separation Payments is contingent upon Mr. Wagner’s continued compliance with the confidentiality, non-competition and non-solicitation and confidentiality covenants contained in the Agreement. The confidentiality covenant has an indefinite term, and the non-competition and non-solicitation covenants each have a term effective both during employment and for two years and one year following a termination of his employment, respectively.
In addition to the Agreement, Mr. Wagner will enter into our standard form of indemnification agreement, the form of which has been filed as Exhibit 10.9 to our Registration Statement on Form S-1, filed with the SEC on August 19, 2016.
|Item 7.01|| |
Regulation FD Disclosure.
On July 25, 2022, the Company issued a press release announcing the appointment of Mr. Wagner as the Company’s Chief Executive Officer and his pending appointment to the Company’s Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in the press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
|Item 9.01|| |
Financial Statements and Exhibits.
|Exhibit No.|| |
|10.1||Employment Agreement dated July 25, 2022, between David Wagner and the Company|
|99.1||Press release dated July 25, 2022|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|Dated: July 25, 2022||By:|
Elliot J. Mark
Senior Vice President, General Counsel and Secretary
July 25, 2022
Mr. David Wagner
Terms of Employment
This letter agreement (this Agreement) will set forth the terms of your at-will term employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the Company). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company as of the Commencement Date referenced below. Your new role shall commence on July 25, 2022 (the Commencement Date),unless you and the Company mutually agree on an alternative date.
(a) Title and Duties. Subject to the terms and conditions of this Agreement, the Company will employ you, and you will be employed by the Company, on an at-will basis, as Chief Executive Officer CEO, reporting into the Board of Directors of the Company (the Board) through Jaime Ellertson, Chairman or his direct designate, and such additional or different position or positions as the Company may determine in its sole discretion. You shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and which are normally associated with your position, including but not limited to those described in Exhibit A attached hereto. As long as you continue in your role as CEO, you also will serve as a member of the Board. The effective date of your joining the Board will be the date of the Boards approval of the appointment. Upon the cessation of your service as CEO for any reason, you likewise will cease to be a member of the Board and will be deemed to have resigned as of such date.
(b) Full Time Best Efforts. For so long as you are employed hereunder, you will devote substantially all of your business time and energies to the business and affairs of the Company, and shall at all times faithfully, industriously and to the best of your ability, experience and talent, perform all of your duties and responsibilities hereunder. In furtherance of, and not in limitation of the foregoing, during the term of this Agreement, you further agree that you shall not render commercial or professional services of any nature, including as a founder, advisor, or a member of a board of directors, to any person or organization, whether or not for compensation, if such services would materially interfere with your duties under this Agreement, without the prior approval of the Chairman of the Board in their sole discretion; provided, however, that nothing contained in this Section 1(b) will be deemed to prevent or limit your right to (i) manage your personal investments on your own personal time or (ii) participate in religious, charitable or civic organizations in any capacity on your own personal time. As set forth above, your employment with the Company is at-will, and, accordingly, either you or the Company may terminate your employment at any time, with or without cause, for any reason or no reason.
2. Location. Unless the parties hereto otherwise agree in writing, during the term of this Agreement, your primary office location will be your home office. As a condition of your role as CEO, you will be expected to travel to the Companys offices on average 2-3 days per week, or where required for Company business matters. This expectation may change from time to time in writing by the parties and under
no circumstances shall a disagreement solely over travel expectations, travel requests, or travel requirements result in termination for Cause unless the Company has first followed the process in Section 4(e)(A) below. Further, the Company will assist you in arranging a convenient apartment in the Boston metropolitan area as well as reimburse you for your related housing and travel expenses, in accordance with applicable Company policies.
3. Compensation. During the term of your employment with the Company, the Company will pay you the following compensation:
(a) Salary. As of the Commencement Date, you will be paid an annual salary of Four Hundred and Twenty-Five Thousand Dollars ($425,000.00), as may be increased from time to time as part of the Companys normal salary review process (the Salary). The Salary shall be prorated for any partial year of employment on the basis of a 365-day year. Your Salary will be subject to standard payroll deductions and withholdings, and payable in accordance with the Companys standard payroll practice as it exists from time to time.
(b) Expenses. During the term of your employment, the Company shall reimburse you for all reasonable and documented expenses incurred by you in the performance of your duties, under this Agreement in accordance with Company policy.
(c) Annual Performance Bonus. Your annual cash incentive bonus/variable compensation target (Variable Compensation), contingent upon the successful performance of all job duties, responsibilities, and mutually agreed upon objectives in accordance with the Companys Management Incentive Plan, will be one hundred percent (100%) of your base salary (Target Bonus). Your annual Variable Compensation target for fiscal year 2022 and contingent upon the successful performance of all job duties, responsibilities, and mutually agreed upon objectives in accordance with the Companys Management Incentive Plan, will be pro-rated based on your start date. Corporate Bonus Plan documents will be provided in your first month of employment.
(d) Restricted Stock Units and Performance Stock Units. You will be granted 200,000 Restricted Stock Units (RSUs) and 200,000 Performance Stock Units (PSUs) under the Companys 2016 Equity Incentive Plan (the Equity Plan). Your initial RSU grant will vest over four years, with 25% vesting on December 31, 2022, and all remaining RSUs vesting quarterly beginning on the thirteenth month of your employment by the Company, with the first quarterly vesting occurring on the last day of October 2023. The initial 25% RSU vested shares will carry a sale restriction until the first anniversary of the grant date (other than a termination by the Company without Cause, termination due to your death, or immediately prior to a Change in Control (as defined in the Equity Plan)). Your PSU grant will vest according to the PSU vesting schedule included as Exhibit B. You will also be eligible to participate in our annual equity refresh program, beginning in April/May of 2024. If the Company undergoes a Change in Control during the first 12 months of your employment, the acceleration for your initial RSU and PSU grants will be limited to a total of 25% of such grants. Thereafter, all equity grants will be governed by our standard Change in Control acceleration terms, which will be set forth in your equity grant agreements.
(e) Employee Benefits. As an employee of the Company, you will be eligible to participate in such Company-sponsored benefits and programs as are made generally available to other employees of the Company. This includes paying for your portion of healthcare coverage and same 401(k) match as other Company employees. You will receive the same cell phone stipend as other Everbridge executives. In addition, you will be entitled to (i) annually accrue vacation and/or sick time in accordance with the Companys vacation policy as established by the Board and as in effect from time to time. The Company reserves the right to change or eliminate any benefit plans at any time, upon notice to you.
4. Separation Benefits. You shall be entitled to receive separation benefits upon termination of employment only as set forth in this Section 4; provided, however, that in the event you are entitled to any severance pay under a Company-sponsored severance pay plan, any such severance pay to which you are entitled under such severance pay plan shall reduce the amount of severance pay to which you are entitled pursuant to this Section 4. Further, if the Companys Compensation Committee adopts a severance policy for similarly situated executives that is more advantageous than these terms, you will be eligible to receive those benefits, with your consent. In all cases, upon termination of employment you will receive payment for all salary and unused vacation accrued as of the date of your termination of employment, and your benefits will be continued under the Companys then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law. In furtherance of, and not in limitation of the foregoing, but without duplication, during the period wherein which you shall be receiving Separation Payments in accordance with the provisions of Section 4(d) hereof (the Severance Period), then the Company shall, at its election, either (i) continue to pay for your health benefits under the Companys sponsored health care program in which you were enrolled and eligible to receive benefits prior to your termination of employment, or (ii) pay for your health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), in each case, for the Severance Period, when such premiums are due and owing.
(a) Voluntary Resignation. If you voluntarily elect to terminate your employment with the Company (other than under the circumstances described in Section 4(c) below), you shall not be entitled to any separation benefits.
(b) Termination for Cause. If the Company or its successor terminates your employment for Cause (as defined below) then you shall not be entitled to receive any separation benefits.
(c) Termination for Death or Disability. If your employment with the Company is terminated by reason of death or disability, then, as a severance benefit, the Company shall continue to pay one-twelfth (1/12th) of your Salary for a period of three (3) months, in accordance with the Companys normal payroll schedule and policy in effect from time to time. For purposes of this section, Disability shall mean your inability to perform your duties under this Agreement because you have become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when you become disabled, the term Disability shall mean your inability to perform your duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion provided by a licensed physician acceptable to you and the Board, determines to have incapacitated you from satisfactorily performing all of your usual services for the Company for a period of at least ninety (90) days during any twelve (12) month period (whether or not consecutive) and is expected to continue to incapacitate you thereafter, not including any time during which you were on medical leave required by federal or state law. Based upon such medical advice or opinion, the determination of the Board shall be final and binding and the date such determination is made shall be the date of such Disability for purposes of this Agreement.
(d) Involuntary Termination. Subject to the provisions of Section 4 hereof, if your employment is terminated by the Company other than for Cause or by you for Good Reason then, as a severance benefit, the Company shall continue to pay you an amount equal to one-twelfth (1/12th) of your Salary for twelve (12) months.
(e) Definition of Cause. For purposes of this Agreement, Cause shall mean any of the following: (i) acts of moral turpitude, fraud or dishonesty that involve the assets of the Company, its customers, suppliers or affiliates; (ii) the conviction of, or a pleading of guilty or nolo contendere to, a felony other than involving a traffic related infraction; (iii) use of narcotics, liquor or illicit drugs in a manner that
has had a detrimental effect on the performance of your duties; (iv) willfully and repeatedly neglecting your duties to the Company; (v) engaging in any conduct which, after an investigation by a neutral third party, is determined to be discriminatory or harassing toward other Company employees; or (vi) engaging in any conduct which breaches a material provision of this Agreement or the Inventions Agreement (as defined below).
(A) Cause shall only exist where the Company has provided you with written notice of the alleged problem or violation of this Agreement or the Inventions Agreement, and you shall have failed to cure such condition to the reasonable satisfaction of the Company within thirty (30) days. In making any determination that Cause exists, the Board shall act fairly and in good faith and shall give you an opportunity to appear and be heard at a meeting of the Board or any committee thereof and present evidence on your behalf. For any termination pursuant to (e)(i) or (e)(vi) of Section 4, the Company must have reasonable, specific evidence to establish that such conduct has occurred, or Cause shall not exist. For the avoidance of doubt, and notwithstanding anything herein contained to the contrary, in the event that (x) any of the conditions specified in Section (e)(i) through (e)(vi) of Section 4 shall have occurred, and (y) the Company has reasonable evidence to establish that such conduct has occurred, and (z) the occurrence of any such event shall not be capable of cure, then the Company shall not be required to provide you any notice and a cure period in respect thereof.
(f) Definition of Good Reason. For purposes of this Agreement, Good Reason shall mean the occurrence of any of the following events without your consent: (i) a material reduction or diminution in your authority, duties, responsibilities, title or position with the Company or any successor, (ii) a material reduction in your base salary of more than ten percent (10%), except if such reduction is applied to all similarly situated employees, (iii) the relocation of your principal workplace by more than fifty (50) miles; or (iv) the material breach by the Company of its obligations to you under this Agreement or any other employment agreement between you and the Company. In order to resign for Good Reason, you must provide written notice to the Company within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for such resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, resign from all positions then held with the Company not later than 90 days after the expiration of the cure period.
5. Mitigation. You shall not be required to mitigate the amount of any payment or benefits provided for in this Agreement by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Agreement shall not be reduced by any compensation earned by you as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company or otherwise.
6. Conditions to Receipt of Severance or other Benefits Pursuant to this Agreement.
(a) Release of Claims Agreement. Notwithstanding anything herein contained to the contrary, the receipt of any severance or other benefits pursuant to Section 4(d) of this Agreement (the Separation Payments) is subject to your signing and not revoking a separation agreement and release of claims, based on the Companys standard form release, of any and all claims you may have against the Company and its officers, employees, directors, parents and affiliates, in substantially the form attached hereto on Exhibit C (the Release), which must become effective and irrevocable no later than the sixtieth (60th) day following the termination of employment (the Release Deadline). If the Release does not become effective and irrevocable by the Release Deadline, you will forfeit any rights to Separation Payments or benefits under this Agreement. No Separation Payments and benefits under this Agreement will be paid or provided until the Release becomes effective and irrevocable, and any such Separation Payments and benefits otherwise payable between the date of your termination of employment and the date the Release becomes effective and irrevocable will be paid on the date the Release becomes effective and irrevocable.
(b) Continued Compliance with Agreements. Your receipt of any Separation Payments or other benefits pursuant to this Agreement will be subject to, and contingent upon, your not being in breach of this Agreement and / or the Inventions Agreement as of the date of your termination, and your continued compliance following the date of your termination with the terms of this Agreement, the Inventions Agreement and the Release, notwithstanding anything herein contained to the contrary.
7. Confidential and Proprietary Information.
(a) Confidential Information and Inventions Agreement. As a condition to the execution and effectiveness of this Agreement, you agree to abide by, the Companys Confidential Information and Inventions Agreement which you previously executed (the Inventions Agreement). In furtherance, and not in limitation of the provisions thereof, you agree, during the term hereof and thereafter, that you shall take all steps reasonably necessary to hold the Companys proprietary information in trust and confidence, will not use proprietary information in any manner or for any purpose except in connection with the performance of your services to the Company, and will not (other than in the performance of the services to the Company as herein contemplated) disclose any such proprietary information to any third party without first obtaining the Companys express written consent on a case-by-case basis.
(b) Third Party Information. You understand that the Company has received, and will in the future receive, from third parties confidential or proprietary information (Third Party Information) subject to a duty on the Companys part to maintain the confidentiality of such information and use it only for certain limited purposes. You agree to hold Third Party Information in confidence and not to disclose to anyone (other than the Companys personnel who need to know such information in connection with their work for the Company) or to use, except in connection with the performance of your services to the Company, Third Party Information unless expressly authorized in writing by an officer of the Company.
(c) Whistleblower Exception. Notwithstanding any provision of this Agreement to the contrary, including but not limited to this Section 7, you may report possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, and any agency Inspector General, or make other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization from the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.
8. Covenant Not to Compete. During the longer of (a) a period of two years beginning on the Commencement Date, or (b) the duration of your employment with the Company plus two years following the termination thereof, you shall not, directly or indirectly (whether as an employer, operator, agent, independent contractor, consultant, owner, director, officer, shareholder, investor, partner (general or limited), joint venturer or any other relationship or relationships similar to any of the foregoing), anywhere in the world, except as specifically provided in this Section 8 below:
(a) Restriction on Competitive Activities. Engage in any activities, perform any services or conduct, have an interest in or participate in any businesses that are competitive with any material part of the business of the Company as currently conducted or as currently contemplated to be conducted (the Business), including without limitation, develop, create, license, sell, distribute or otherwise commercially exploit any product, service or methodology that has the same principal function or features as the Companys proprietary software products and related services that constitute the Business.
(b) No Solicitation of Customers. Solicit or divert away or attempt to solicit or divert away any customer of the Company in an effort to provide products or services to such customer which are competitive with the Business.
(c) Restrictions on Relationships Involving Competitive Activities. Be engaged by, employed by, consult with, own any capital stock of, or have any financial interest of any kind in, any individual, person or entity, which conducts a business that is competitive with any part of the Business. Notwithstanding the preceding sentence, you may own, for investment purposes only, up to 1% in the aggregate of the outstanding stock or other equity interest of any entity that is competitive with the Business.
(d) In the event that the Company undergoes a merger, acquisition or other business combination: (A) the restrictions of Section 8(a) would apply only to any product, service or methodology that has the same principal function or features as the Companys proprietary software products and related services that constitute the Business as of the date of such merger, acquisition or business combination; and (B) the restrictions of Section 8(c) would apply only to customers of the Company as of the date of such merger, acquisition or business combination.
9. Covenant Not to Solicit. During the longer of (a) a period of one year beginning on the Commencement Date, or (b) the duration of your employment with the Company plus one year following the termination thereof, you shall not, directly or indirectly (whether as an employer, operator, agent, independent contractor, consultant, owner, director, officer, shareholder, investor, partner (general or limited), joint venturer or any other relationship or relationships similar to any of the foregoing), anywhere in the world, except as specifically provided in this Section 9 below:
(a) Restrictions on Relationships Involving Solicitation. Cause, induce, solicit, recruit, hire or encourage or attempt to cause, induce, solicit, recruit, hire or encourage any person or entity that prior to the date hereof was an employee, subcontractor, contractor, agent, distributor, licensee, licensor or supplier of the Company to terminate, or otherwise change in any manner adverse to the Company or any of its affiliates, its relationship with the Company, or, hire or attempt to hire any person employed by the Company or any of its affiliates, provided that you may hire such employee if such employees employment with the Company or any of its affiliates has been terminated involuntarily prior to date of hire by you.
(a) Agreement to Arbitrate. Except as provided for any action arising out of any violation of the Inventions Agreement or as set forth in clause (b) below addressing excluded claims and remedies, you and the Company both agree that any disputes of any kind whatsoever arising out of or relating to the termination of your employment with the Company, including any breach of this Agreement, shall be subject to final and binding arbitration.
(b) Excluded Claims, Relief and Enforcement. You understand that this Agreement does not prohibit you from pursuing an administrative claim with a local, state, or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers Compensation Board, or the Department of Unemployment Assistance for unemployment benefits. This Agreement does not preclude the Company from pursuing court action regarding any claims arising out of any breach of the Inventions Agreement or other claims not otherwise resulting from, or arising out of, the termination of your employment with the Company. Nothing in this Agreement prohibits either party from seeking injunctive or declaratory relief from a court of competent jurisdiction. Either the Company or you may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, with the exception of claims set forth in this clause or arising out of the Inventions Agreement, neither party shall initiate or prosecute any lawsuit or claim in anyway related to any arbitrable claim, including without limitation any claims as to the making, existence, validity, or enforceability of the agreement to arbitrate.
(c) Procedure. You agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (JAMS), pursuant to its employment arbitration rules and procedures (the JAMS Rules), which are available at www.jamsadr.com/rules-employment-arbitration. A neutral and impartial arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions related to discovery, prior to any arbitration hearing. You also agree that the arbitrator shall have the power to award any remedies available under applicable law. In the event that either party to this Agreement rejects a written offer to compromise from the other party, and fails to obtain a more favorable judgment or award, the arbitrator may award attorneys fees and costs to the party that made the offer to compromise in an amount that the arbitrator deems appropriate, taking into consideration the attorneys fees and costs (including expert fees) actually incurred and reasonably necessary to defend or prosecute the action. The arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law. You understand that the Company will pay the costs and fees of the arbitration that you initiate, but only those fees over and above the costs you would have incurred had you filed a complaint in a court of law. You agree that the arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based. You agree that any arbitration under this Agreement shall be conducted in Boston, Massachusetts.
(d) Exclusive and Final Remedy. Except as provided by the JAMS Rules and this Agreement, arbitration shall be the sole, exclusive and final remedy for any dispute between you and the Company. Accordingly, except as provided for by the JAMS Rules and this Agreement, neither you nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Nothing in this Agreement or in this provision is intended to waive the provisional relief remedies available under the JAMS Rules.
(e) Prohibition of Group Actions. Claims must be brought in your individual capacity, not as a representative or class member in any purported class or representative proceeding. The arbitrator shall not consolidate claims of different employees into one proceeding, nor shall the arbitrator have the power to hear arbitration as a class action.
(f) Voluntary Nature of Agreement. You acknowledge and agree that you are executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. You further acknowledge and agree that you have carefully read this Agreement and have asked any questions needed for you to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that you are waiving your right to a jury trial. Finally, you acknowledge that you have been advised by the Company to seek the advice of an attorney of your choice before signing this Agreement and you agree that you have been provided such an opportunity.
(a) Entire Agreement, Amendment and Waiver. This Agreement, together with the other agreements specifically referred to herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof, including but not limited to the offer letter between you and the Company dated July 15, 2022. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent.
(b) Notices. Any notice, request, instruction or other document required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the following address of such party or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto in accordance with the provisions hereof:
|If to the Company:||Everbridge, Inc.|
|25 Corporate Drive|
|Burlington, MA 01803|
|Attention: Chair, Board of Directors|
|with a copy to:||Everbridge, Inc.|
|25 Corporate Drive|
Burlington, MA 01803
Attention: General Counsel
|If to you:||Mr. David Wagner|
(c) Availability of Injunctive Relief. The parties hereto agree that, notwithstanding anything to the contrary herein contained, any party may petition a court for injunctive relief where either party alleges or claims a violation of this Agreement or the Inventions Agreement or any other agreement regarding trade secrets, confidential information, noncompetition, non-solicitation or assignment of inventions. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys fees.
(d) Assignment. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Companys business or that aspect of the Companys business in which you are principally involved. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company.
(e) Governing Law. This Agreement, and the rights and obligations of the parties hereunder, will be construed in accordance with and governed by the law of the Commonwealth of Massachusetts, without giving effect to the conflict of law principles thereof.
(f) Taxes. All payments to you under this Agreement shall be subject to all applicable federal, state and local withholding, payroll and other taxes. All payments under this Agreement are intended to be exempt from (or, if not so exempt, compliant with) Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (Section 409A), and this Agreement shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a separation from service within the meaning of Section 409A. Your right to receive any installment payments will be treated as a right to receive a series of separate
payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your separation from service to be a specified employee for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be deferred compensation, then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of separation from service, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of taxation under Section 409A. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid taxation under Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
(g) Severability. The finding by an arbitrator or a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such arbitrator or court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the parties intention with respect to the invalid or unenforceable term or provision. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.
(h) Interpretation; Construction. The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel to the Company, but you have been encouraged to consult with, and have consulted with, your own independent counsel and tax advisors with respect to the terms of this Agreement. The parties acknowledge that each party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
(i) Return of Company Property. Upon termination of this Agreement or earlier as requested by the Company, you shall deliver to the Company any and all equipment, and, at the election of the Company, either deliver or destroy, and certify thereto, any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies, extracts and summaries thereof, and any other material containing or disclosing any Third Party Information or Proprietary Information (as defined in the Inventions Agreement) of the Company.
(j) Survival. The provisions of Sections 4, 6, 7, 8, 9 and 10, and the provisions of the Inventions Agreement, shall survive termination of this Agreement.
(k) Representations and Warranties. By signing this Agreement, you represent and warrant that (i) you are not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and (ii) your execution and performance of this Agreement shall not violate or breach any other agreements between you and any other person or entity, and (iii) you have provided the Company with copies of any written agreements presently in effect between you and any current or former employer. You further represent and warrant that you will not, during the term hereof, enter into any oral or written agreement in conflict with any of the provisions of this Agreement, the agreements referenced herein and the Companys policies.
(l) Confirmation of Employment Status. Prior to your first day of employment with the Company, and as a condition to such employment, you shall provide the Company with documentation of your eligibility to work in the United States, as required by the Immigration and Reform and Control Act of 1986.
(m) Trade Secrets of Others. It is the understanding of both the Company and you that you shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including your former employers, nor shall the Company seek to elicit from you any such information. Consistent with the foregoing, you shall not provide to the Company and/or its affiliates, and the Company and/or its affiliates shall not request, any documents or copies of documents containing such information.
(n) Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.
(o) Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.
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Executive Employment Agreement Counterpart Signature Page
If the foregoing accurately sets forth our agreement, please so indicate by signing and returning to us the enclosed copy of this letter.
|Very truly yours,|
|ACCEPTED AND AGREED TO BY:|
Duties & Responsibilities
Define, in conjunction with the Board, the forward-looking vision and growth strategy for Everbridge and lead its overall execution
Be a visible presence for Everbridge in the market and generate positive exposure as a thought leader among customers, partners, stakeholders, the media, analysts and the general public
Maintain healthy and predictable Everbridge growth by establishing and consistently meeting execution milestones related to the Companys operating and financial plans
Identify and capitalize on opportunities to accelerate Everbridges growth trajectory through people, customer service, product innovation, strategic partnerships and M&A
As necessary, refine the business model and go-to-market strategies as Everbridge continues to evolve into new growth areas and further establishes itself as the global leader in the market
Maintain a corporate culture at Everbridge that is a competitive advantage and visible to customers, partners and employees
Provide overall leadership in the organization, working across all aspects and functions of the business
No Performance Stock Units (PSUs) will be vested prior to the Vesting Commencement Date. Upon the filing of the Companys Form 10-Q for the quarter ended June 30, 2024, up to seventy-five percent (75%) of the PSUs will become eligible to vest based on the compound annual growth rate (the CAGR) achieved during the eight fiscal quarters ending December 31, 2023 (the First Measurement Date). Upon the filing of the Companys Form 10-Q for the quarter ended June 30, 2025, up to an additional seventy-five percent (75%) of the PSUs will become eligible to vest based on the CAGR achieved during the twelve fiscal quarters ending December 31, 2024 (the Second Measurement Date). In each case, the CAGR shall be determined based on the Companys consolidated revenue during each such quarter, as reported in the Companys consolidated financial statements. Any such vesting will take place no earlier than the date that the Company files its Form 10-Q for the for the second quarter of the applicable year; provided, however, that there has not been a termination of Continuous Service (as defined in the Plan) as of each such date. The number of shares eligible to vest based on the CAGR at either Measurement Date shall be determined with reference to the following table:
|10% to 20%||50% to 100%||5% increased vesting for every 1% between 10% and 20%|
|20% to 25%||100% to 150%||10% increased vesting for every 1% between 20% and 25%|
Only up to 75% of the Shares are eligible to vest based on the CAGR at either the First Measurement Date or the Second Measurement Date. The grant shall expire with respect to any PSUs not vested as of the Second Measurement Date.
Form of Release Agreement
This Release Agreement (Release or Agreement) is made by and between _______________________ (you) and Everbridge, Inc. (the Company). A copy of this Release is an attachment to the Employment Agreement between the Company and you dated __________ _____, 20__ (the Employment Agreement). Capitalized terms not defined in this Agreement carry the definition found in the Employment Agreement.
1. Separation Payments. In consideration for your execution, return and non-revocation of this Release on or after the date your employment is terminated (the Separation Date), the Company will provide you with the Separation Payments described in Section 4(d) of the Employment Agreement:
2. Compliance with Section 409A. The Separation Payments offered to you by the Company are payable in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). For purposes of Code Section 409A, your right to receive any installment payments (whether pay in lieu of notice, Separation Payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. All payments and benefits are subject to applicable withholdings and deductions.
3. Release. In exchange for the Separation Payments and other consideration, to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the Employee Parties), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and affiliates (the Company Parties) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, costs, expenses, attorneys fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a Claim and collectively Claims). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties:
has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing;
has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (ADEA); Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the Massachusetts Wage Act and the Massachusetts Fair Employment Practice Act; the Employee Retirement Income Security Act; the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the Sarbanes-Oxley Act, or any other federal or state law regarding whistleblower retaliation; the Lilly Ledbetter Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; and the National Labor Relations Act; and
has violated any statute, public policy or common law (including, but not limited to, Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel).
Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (Government Agencies), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such plan or agreement.
4. Your Acknowledgments and Affirmations. You also acknowledge and agree that (i) the consideration given to you in exchange for the waiver and release in this Agreement is in addition to anything of value to which you were already entitled, and (ii) that you have been paid for all time worked, have received all the leave, leaves of absence and leave benefits and protections for which you are eligible, and have not suffered any on-the-job injury for which you have not already filed a Claim. You affirm that all of the decisions of the Company Parties regarding your pay and benefits through the date of your execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. You affirm that you have not filed or caused to be filed, and are not presently a party to, a Claim against any of the Company Parties. You further affirm that you have no known workplace injuries or occupational diseases. You acknowledge and affirm that you have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers compensation law.
In addition, you acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (ADEA Waiver). You also acknowledge that the consideration given for the ADEA Waiver is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your release and waiver herein does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement; (c) you have twenty-one (21) days to consider this Agreement (although you may choose to voluntarily sign it sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke it (by sending written revocation directly to the Companys [title]); and (e) the Agreement will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after you sign this Agreement.
5. Return of Company Property. By the Separation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). Please coordinate return of Company property with [name/title]. Receipt of the Separation Payments described in Section 1 of this Agreement is expressly conditioned upon return of all Company property.
6. Confidential Information, Non-Competition and Non-Solicitation Obligations. Both during and after your employment you acknowledge your continuing obligations under your Confidential Information and Inventions Agreement not to use or disclose any confidential or proprietary information of the Company and comply with your post-employment non-competition and non-solicitation restrictions. The Company acknowledges that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.
7. Confidentiality. The provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement to your immediate family; (b) you may disclose this Agreement in confidence to your attorney, accountant, auditor, tax preparer, and financial advisor; and (c) you may disclose this Agreement insofar as such disclosure may be required by law. Notwithstanding the foregoing, nothing in this Agreement shall limit your right to discuss your employment with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.
8. Non-Disparagement. You agree not to disparage the Company, and the Companys attorneys, directors, managers, partners, employees, agents and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that you will respond accurately and fully to any question, inquiry or request for information when required by legal process. Notwithstanding the foregoing, nothing in this Agreement shall limit your right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.
9. No Admission. This Agreement does not constitute an admission by the Company of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.
10. Breach. You agree that upon any breach of this Agreement you will forfeit all amounts paid or owing to you under this Agreement. Further, you acknowledge that it may be impossible to assess the damages caused by your violation of the terms of Sections 5, 6, 7 and 8 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement will constitute immediate and irreparable injury to the Company. You therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorneys fees, incurred by the Company in enforcing the terms of this Agreement.
11. Miscellaneous. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts as applied to contracts made and to be performed entirely within Massachusetts.
Everbridge Appoints David Wagner Chief Executive Officer
BURLINGTON, Mass. July 25, 2022 Everbridge, Inc. (NASDAQ: EVBG), the global leader in critical event management (CEM) and national public warning software solutions , today announced that David Wagner, formerly President and Chief Executive Officer of Zix, has been appointed President and Chief Executive Officer, effective immediately, and will become a member of the Board of Directors. Patrick Brickley, who has served as Co-CEO and Chief Financial Officer, and Vernon Irvin, who has served as Co-CEO and Chief Revenue Officer, will continue in their roles as Chief Financial Officer and Chief Revenue Officer.
Dave is a proven executive with a record of successfully leading, growing and transforming B2B SaaS software companies to achieve stronger execution, innovation and profitable growth, said Jaime Ellertson, Chairman of the Everbridge Board of Directors. Daves experience leading teams to transform products and optimize go-to-market execution aligns well with Everbridges priorities and is consistent with our ongoing strategic realignment. Furthermore, we believe his focus on building mission-driven cultures will empower and uplift the entire team. The Board remains open to all opportunities to enhance shareholder value, and we are confident Dave is the right person to lead the Company through this next phase.
Wagner said, I am excited to join Everbridge at this important moment in the Companys evolution. Everbridge is a pioneer and the clear industry leader in Critical Event Management, with incredibly talented and dedicated employees. As boards of directors increasingly focus on resilience, Everbridges customers and partners are relying on our solutions more than ever. I am excited about the many opportunities I see to further scale the business, and I am committed to creating value for shareholders from day one. I look forward to partnering with Patrick, Vernon and the entire Everbridge team to build on the great work underway and deliver on our mission to keep people safe and organizations running.
Ellertson continued, On behalf of everyone at Everbridge, I want to thank Patrick and Vernon for serving as Co-CEOs while we searched for a permanent successor. Under Patrick and Vernons leadership, Everbridge has made strong progress in simplifying our products, strengthening our go-to-market execution and improving efficiency. We look forward to continuing to benefit from their expertise and ongoing service.
Wagner joins Everbridge with 30 years of leadership experience and significant B2B SaaS and cyber security expertise. Most recently, Wagner served as President and Chief Executive Officer of Zix (formerly NASDAQ: ZIXI) from 2016 until its sale to OpenText in December 2021. Wagner led Zixs transformation from a premise-based email encryption company to a leading provider of cloud-based security, compliance and productivity solutions, overseeing the integration of multiple products and platforms. During this period, Zix grew its Annual Recurring Revenues, EBITDA and resulting enterprise value, each by over 400%.
Prior to Zix, Wagner held leadership roles at Entrust, Inc. (and later Entrust Datacard, a portfolio company of Thoma Bravo) for 20 years. Wagner served as President of Entrust from 2013 through 2015, where he led the successful integration of Entrust after its acquisition by Datacard, delivered revenue growth and led the re-investment strategy to move Entrust solutions to the cloud. Wagner served as Chief Financial Officer of Entrust from 2003 to 2013, during a period of strong growth in revenue and profitability. Wagner has a Masters of Business Administration and a Bachelors of Science in Accounting from Pennsylvania State University.
Everbridge, Inc. (NASDAQ: EVBG) is a global software company that provides enterprise software applications that automate and accelerate organizations operational response to critical events in order to Keep People Safe and Organizations Running. During public safety threats such as active shooter situations, terrorist attacks or severe weather conditions, as well as critical business events including IT outages, cyber-attacks, product recalls or supply-chain interruptions, over 6,200 global customers in 76 countries rely on the Companys Critical Event Management Platform to quickly and reliably aggregate and assess threat data, locate people at risk and responders able to assist, automate the execution of pre-defined communications processes through the secure delivery to over 100 different communication modalities, and track progress on executing response plans. For more information, visit www.everbridge.com, read the company blog, and follow on Twitter and Facebook.
All Everbridge products are trademarks of Everbridge, Inc. in the USA and other countries. All other product or company names mentioned are the property of their respective owners.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date of this press release and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as expect, anticipate, should, believe, target, project, goals, estimate, potential, predict, may, will, could, intend, variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the ability of our products and services to perform as intended and meet our customers expectations; our ability to attract new customers and retain and increase sales to existing customers; our ability to increase sales of our Mass Notification application and/or ability to increase sales of our other applications; our ability to successfully integrate businesses and assets that we have acquired or may acquire in the future; the impact of the global COVID-19 pandemic on our operations and those of our customers and suppliers; developments in the market for targeted and contextually relevant critical communications or the associated regulatory environment; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we have not been profitable on a consistent basis historically and may not achieve or maintain profitability in the future; the lengthy and unpredictable sales cycles for new customers; nature of our business exposes us to inherent liability risks; our ability to attract, integrate and retain qualified personnel; our ability to maintain successful relationships with our channel partners and technology partners; our ability to manage our growth effectively; our ability to respond to competitive pressures; potential liability related to privacy and security of personally identifiable information; our ability to protect our intellectual property rights, and the other risks detailed in our risk factors discussed in filings with the U.S. Securities and Exchange Commission including but not limited to our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2022 (SEC), and our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022. The forward-looking statements included in this press release represent our views as of the date of this press release. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.